/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/240927.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, September 27, 2024, Vol. 28, No. 270 Headlines 1 MIN LLC: Seeks Court Approval to Use Cash Collateral 125 MIDWOOD STREET: Files for Chapter 11 Bankruptcy 17701-05 VENTURA: Files for Chapter 11 Bankruptcy 28 W. 36 HERALD: Case Summary & Four Unsecured Creditors 5D CARGO EXPRESS: Unsecureds Owed $3M Will Get 68% over 60 Months ACADEMY OF KNOWLEDGE: Hires Sagre Law Firm P.A. as Counsel ACCENT ON BODY: Seeks to Extend Plan Filing Deadline to Oct. 15 ADAPTHEALTH CORP: S&P Upgrades ICR to 'BB-' on Deleveraging ADOLE GROUP: Seeks to Hire Jacobs P.C. as Attorney AMBRI INC: Plan Exclusivity Period Extended to March 3, 2025 AVON PRODUCTS: CDS Panel Reviews Deliverable Obligations AVON PRODUCTS: Creditors Want Insider Settlement Probe Extended BENHAM ORTHODONTICS: Court Directs U.S. Trustee to Appoint PCO BIG LOTS: Closes Additional 47 Stores in 19 States BIG LOTS: U.S. Trustee Appoints Creditors' Committee BL SANTA FE: New Mexico Judge Won't Send HRV Suit to Delaware BLACKDUCK INC: Hires Gregory K. Stern P.C. as Legal Counsel BODY DETAILS: Hires Shraiberg Page P.A. as Special Counsel BOSTON GENERATING: Trustee Loses Appeal Seeking to Claw Back $700M BRIDGETOPIA LLC: Commences Subchapter V Bankruptcy Process BRIDGEWATER CASTLE: Seeks Court OK to Obtain $9.75MM From UMB Bank CADUCEUS PHYSICIANS: Hires Arentfox Schiff LLP as Special Counsel CARABOBO PROSPER: Seeks Court Approval to Use Cash Collateral CMM OFFROAD: Hires Lefkovitz & Lefkovitz PLLC as Counsel COLIBRI: Moody's Alters Outlook on 'B3' CFR to Stable CONN'S INC: U.S. Trustee Wants Proposed Exec Bonuses Tossed CPV SHORE: S&P Affirms 'B' Rating on Senior Secured Debt DEL FUEGO: Hires Golub Lacapra Wilson as Accountant DETCO INC: Seeks Court Approval to Use Cash Collateral DIGITAL MEDIA: U.S. Trustee Appoints Creditors' Committee DISH NETWORK: Seeks Dismissal of Suit Over Asset Transfers EL CHILITO MEXICAN: Sec. 341(a) Meeting of Creditors on Oct. 10 ELETSON HOLDINGS: Court Allows Lenova to Amend Answer EVOKE PHARMA: Nantahala Capital, 2 Others Hold 10% Equity Stake EYENOVIA INC: Falls Short of Nasdaq's Bid Price Requirement FAIR OFFER CASH NOW: Hits Chapter 11 Bankruptcy Protection FAIR OFFER: Hires Lefkovitz & Lefkovitz PLLC as Counsel FAIRFIELD SENTRY: UBS AG Must Face Adversary Case in SDNY FARELL'S ON ROUND TOP: Seeks Bankruptcy Protection in New York FIRST QUALITY: TD Bank Seeks to Enforce Cash Collateral Order FTX TRADING: Reaches Securities Deal With Five State Agencies GFL SOLID: Moody's Rates New $210MM 2024A Revenue Bonds 'B3' GLEMAUD MANAGEMENT: U.S. Bank Seeks to Prohibit Access to Cash GLENSIDE PIZZA: Hires Konstantinos Tzitzifas CPA as Accountant HAZEL TECHNOLOGIES: Unsecureds Will Get 0% to 100% of Claims HNO INTERNATIONAL: Posts $496,621 Net Loss in Fiscal Q3 HO WAN KWOK: Owns Daughter's Boyfriend's Motorcycles, Court Says HOMESPUN LLC: Hires Houlihan Lawrence as Real Estate Broker HOMESPUN LLC: Hires Sword Law LLC as Special Counsel HYPERSCALE DATA: Holds 17.1% Equity Stake in Algorhythm Holdings ILS PRODUCTS: Seeks to Hire Lane Law Firm as Legal Counsel INVO BIOSCIENCE: Fails to Meet Nasdaq Bid Price Requirement INVO BIOSCIENCE: Restates Financial Statements Due To SEC Review IR4C INC: Hits Chapter 11 Bankruptcy Protection JACKSON GARDENS: Hires Baker & Associates as Attorney JBT MAREL: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable JOHAL BROTHERS: Hires Kroger Gardis & Regas LLP as Counsel JOHNSON ENTERPRISES: Hires Steinberg Shapiro & Clark as Attorney JOONKO DIVERSITY: Seeks to Extend Plan Exclusivity to Dec. 10 LEE INVESTMENT: Sec. 341(a) Meeting of Creditors on Oct. 15 LEFEVER MATTSON: Sec. 341(a) Meeting of Creditors on Oct. 21 LERETA LLC: Moody's Cuts CFR & Sr. Secured First Lien Debt to Caa1 LIDO 10 LLC: Hires Wiegel Szekel & Frisby as Accountant LINCOLN HIGHWAY: Starts Subchapter V Bankruptcy Proceeding LNB-001-13 LLC: U.S. Trustee Unable to Appoint Committee LW RETAIL: Unsecureds to be Paid in Full in Sale Plan MACADAMIA BEAUTY: Hires Ross Smith & Binford PC as Counsel MARCUSE COMPANIES: Submits Three-Month Extended Budget MARIANAS PROPERTIES: Hires Dentons Bingham as Counsel MARIANAS PROPERTIES: Hires Gibbins Advisors as Financial Advisor MARIANAS PROPERTIES: Hires Minakshi V. Hemlani as Local Counsel MARIANAS PROPERTIES: Pacific Star Seeks Chapter 11 Bankruptcy MARSHALL SPIEGEL: Smith Gambrell Awarded $415,000 in Total Fees MAVENIR SYSTEMS: Gets $35 Million Funding from Lenders MBMBA LLC: SARE Seeks Chapter 11 Bankruptcy MCDANIEL LOGGING: Case Summary & Three Unsecured Creditors MIDWEST CHRISTIAN: Gets Interim OK to Obtain $3M DIP Loan MIDWEST DOUGH: Calzone King Wins TRO in Franchise Dispute NAVIENT CORP: Has Student Loan Forgiveness Deal With Puerto Rico NOVABAY PHARMACEUTICALS: Signs $9.5MM Asset Sale Agreement With PRN OCEAN POWER: Reveals First Quarter Fiscal 2025 Results ONBE INC: S&P Withdraws 'B' Issuer Credit Rating OPGEN INC: TG Investment Holds 6.3% Equity Stake PACIFIC LUTHERAN: S&P Affirms 'BB' Long-Term Rating on 2014 Bonds PATHS PROGRAM: Hires Guidant Law PLC as Bankruptcy Counsel PAUL FELLER: Ex-Biz Partner Wins $6,750,000 Award PAVMED INC: Director Sundeep Agrawal Holds 12,195 Common Shares PENCEL INC: Starts Subchapter V Bankruptcy Proceeding POST HOLDINGS: S&P Rates New $500MM Senior Unsecured Notes 'B+' PRIME HARVEST: Plan Exclusivity Period Extended to Nov. 15 PRIMEX CLINICAL: Files Amendment to Disclosure Statement PROMIENCE HOMES: Sec. 341(a) Meeting of Creditors on October 17 PURDUE PHARMA: Sacklers Settlement Talks Extended to November 2024 QSR STEEL: Seeks to Extend Plan Filing Deadline to Oct. 16 QUICKWAY ESTATES: Hires Bronson Law Offices P.C. as Counsel RAPTOR AUTO: Plan Filing Deadline Extended to Jan. 8, 2025 RED CLOAK: Seeks to Hire Calaiaro Valencik as Legal Counsel RENNOVA HEALTH: Revises Stock Exchange Deal With FOXO ROCKLIN ACADEMY: S&P Affirms 'BB+' LT Rating on 2021A/B Rev. Bonds ROSSWOOD REALTY: Seeks to Hire Ure Law Firm as Counsel SAI BABA: Hires Peters Thompson & Christian PA as Accountant SAM ASH: Clifford Chance Advises Gonher on Acquisition SCILEX HOLDING: Reaches Agreement With Oramed on Note Payment Terms SEARS HOLDINGS: Florida Judge Rules in DSG Sublease Dispute SENSORLOGIC INC: Hires Shimanek Law PLLC as Counsel SHOMYA TEFILAH: Hits Chapter 11 Bankruptcy Protection SIGNATURE BANK: Tax Agency Urges Court to Toss FDIC Tax Refund Bid SNAP MEDICAL: Hires Mendoza & Associates as Accountant SOLDIER OPERATING: Seeks to Extend Plan Filing Deadline to Oct. 10 SOLUNA HOLDINGS: Cancels Pre-Paid Advances Under SEPA SONOMA PHARMACEUTICALS: Amends Equity Distribution Deal With Maxim SOUTH COAST: Hires Van Horn Law Group as Legal Counsel STERETT COMPANIES: Seeks Cash Access Extension Thru December 2 STERLING CREDIT: Hires GGG Advisors LLC as Financial Advisor STEWARD HEALTH CARE: Gets $4.5 Million Stalking Horse Bid STOOL AND DINETTE: Court OKs Public Auction of Personal Property SUCCESS VILLAGE: Court Lifts Chapter 11 Stay SUNPOWER CORP: To Be Delisted From Nasdaq Effective Sept. 30 SUPREME ELECTRICAL: Seeks Chapter 11 Bankruptcy Protection TAG FL LLC: Seeks Chapter 11 Bankruptcy Protection in Florida TEREX CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable TERRAFORM LABS: Court Clears Liquidation Plan Despite Objections TERVIS TUMBLER: U.S. Trustee Appoints Creditors' Committee TERVIS TUMBLER: U.S. Trustee Appoints Creditors' Committee THERAPEUTICS MD: Schedules 2024 Annual Meeting for Dec. 5 TRP BRANDS: Seeks to Hire HyperAMS LLC as Consultant TUPPERWARE BRANDS: Plan Standoff Delays Door-to-Door Workers Pay UETEK: Amended Plan Clarifies Payroll Tax Claims Pay ULTRACUTS OF AMERICA: Seeks Court Approval to Use Cash Collateral VAPOTHERM INC: Closes Merger With Perceptive Advisors VISION CAPITAL: Hires Theodore N. Stapleton P.C. as Counsel WARHORSE SH WEST: Case Summary & 16 Unsecured Creditors WISA TECHNOLOGIES: Gregory Castaldo Holds 8.6% Equity Stake WISA TECHNOLOGIES: Joseph Reda Holds 8.9% Equity Stake WORKSPORT LTD: Inks Securities Purchase Deal With Keyser Capital WRENA LLC: Seeks Court OK of $650,000 Northstar DIP Loan WYNN RESORTS: Units Issue $800 Million Senior Notes Due 2033 [*] Charles Persons Joins Paul Hastings's Restructuring Practice [] BOOK REVIEW: Dynamics of Institutional Change ********* 1 MIN LLC: Seeks Court Approval to Use Cash Collateral ------------------------------------------------------ 1 Min LLC, Hotel at Southport LLC and Twelfth Floor, LLC ask the U.S. Bankruptcy Court for the Eastern District of Washington for approval for the interim use of cash collateral, ensuring the Debtors can maintain operations during bankruptcy, provide adequate protection to lenders, and facilitate the sale of the Hyatt Regency Lake Washington hotel, ultimately benefiting all stakeholders involved. This Court has jurisdiction under 28 U.S.C. Section 1334 and the matter is a core proceeding. The Debtors filed for bankruptcy to proceed with a sale of the Hyatt Regency Lake Washington hotel, which was disrupted by litigation involving EB-5 investors. A proposed plan aims to pay off claims against Hotel and Mezz Debtors and distribute approximately $10 million to resolve EB-5 investor claims. Hotel and Ownership Structure: Hotel Debtor: Owns the Hyatt Regency Lake Washington. Mezz Debtor: Wholly owns Hotel Debtor. EB-5 Debtor: Wholly owns Mezz Debtor. Initial EB-5 Financing: The debt structure for the hotel project is primarily composed of several financing stages. Initially, Mr. Christ secured the property in 2000, later leveraging the EB-5 Immigrant Investor Program to raise $99.5 million from foreign investors. This funding was formalized through an EB-5 Loan Agreement with the prior owner, secured by a deed of trust. Starwood Financing: In response to unexpected cost overruns, a Delaware entity (Mezz Debtor) was formed, and in 2017, the project obtained a $51.1 million senior loan and a $21.9 million mezzanine loan from Starwood. A loan modification shifted obligations from the prior owner to EB-5 Debtor, consolidating the debt under a new structure. Lake Washington Co./AIP Financing: Further financing in 2019 involved a $90 million senior loan from Lake Washington Co. and a $40 million mezzanine loan from AIP, which satisfied previous debts. These loans were secured by the hotel and its revenues, and subsequent assignments transferred these loans to new lenders, ensuring the project’s financial stability throughout its development. Assignment to WF Trust: The loan assignments to WF Trust saw both the senior and mezzanine loans transferred to new lenders, reflecting the ongoing evolution of the debt structure. This multi-layered financing approach has been critical in navigating the complexities of the hotel’s development, allowing it to adapt to financial challenges while maintaining investor confidence. The Debtors seek immediate access to Cash Collateral to ensure the uninterrupted operation of the Hotel, which is essential for preserving its value and benefiting creditors. Without this access, the Debtors risk immediate and irreparable harm to their business operations. They currently lack sufficient working capital and rely on the Cash Collateral generated from the Hotel’s operations to cover necessary costs and expenses, all of which are subject to the Senior Lender's prepetition liens. The proposed use of Cash Collateral is structured under the terms consented to by the Senior Lender, aligned with a specified budget. This budget includes allowed variances for monthly cash receipts and operating cash disbursements, enabling flexibility in managing finances. The Debtors plan to provide regular reconciliations to track any significant variances, ensuring accountability and transparency throughout the process. To protect the Senior Lender's interests, the Debtors propose granting adequate protection in the form of super-priority administrative claims and liens on the Debtors’ assets. This includes compensating the lender for any post-petition diminution in value of its collateral and allowing ongoing operational expenses to be paid even if incurred pre-petition. The Debtors believe this arrangement is fair and reasonable, given that all operational costs will be prioritized over other creditor claims. The Debtors also outline terms for a "Carve Out," ensuring that essential administrative expenses and fees are covered, and detail the conditions under which their right to use Cash Collateral may terminate. They emphasize the urgency of their request to maintain operations and protect asset value, and they respectfully ask the Court to authorize the proposed Cash Collateral use to navigate their Chapter 11 proceedings effectively. About 1 Min LLC 1 Min LLC is engaged in activities related to real estate. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Wash., Case No. 24-01519) on September 20, 2024. In the petition signed by Michael P. Christ, a member and CEO, the Debtor disclosed $0 in assets and $122,156,384 liabilities. James L. Day, Esq. of BUSH KORNFELD LLP represents the Debtor as legal counsel. 125 MIDWOOD STREET: Files for Chapter 11 Bankruptcy --------------------------------------------------- 125 Midwood Street Partners LLC filed Chapter 11 protection in the Eastern District of New York. According to court filing, the Debtor reports $1,415,412 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 21, 2024 at 02:00 p.m. in Room Telephonically on telephone conference line: 1 (866) 919-4760. participant access code: 4081400#. About 125 Midwood Street Partners LLC 125 Midwood Street Partners LLC is the fee simple owner of the real property located at 125 Midwood Street, Brooklyn, NY 11225 valued at $2.41 million. 125 Midwood Street Partners LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-43803) on September 12, 2024. In the petition filed by Yolanda Shivers, as managing member, the Debtor reports total assets of $2,408,000 and total liabilities of $1,415,412. Honorable Bankruptcy Judge Elizabeth S. Stong handles the case. The Debtor is represented by: Nnenna Onua, Esq. MICKINLEY ONUA & ASSOCIATES 26 Court Street Suite 300 Brooklyn, NY 11242 Tel: 718-522-0236 Fax: 718-701-8309 Email: nonua@mckinleyonua.com 17701-05 VENTURA: Files for Chapter 11 Bankruptcy ------------------------------------------------- 17701-05 Ventura Boulevard LLC filed Chapter 11 protection in the Central District of California. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 15, 2024 at 11:00 a.m. at UST-SVND2, TELEPHONIC MEETING. CONFERENCE LINE:1-866-820-9498, PARTICIPANT CODE:6468388. About 17701-05 Ventura Boulevard LLC 17701-05 Ventura Boulevard LLC is a limited liability company. 17701-05 Ventura Boulevard LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11500) on September 11, 2024. In the petition filed by Joseph Geoula, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Martin R. Barash handles the case. The Debtor is represented by: Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 E-mail: matt@rhmfirm.com 28 W. 36 HERALD: Case Summary & Four Unsecured Creditors -------------------------------------------------------- Debtor: 28 W. 36 Herald Properties, LLC 11 Sunrise Plaza Valley Stream, NY 11580 Chapter 11 Petition Date: September 25, 2024 Court: United States Bankruptcy Court Eastern District of New York Case No.: 24-73697 Judge: Hon. Alan S Trust Debtor's Counsel: Charles Wertman, Esq. LAW OFFICES OF CHARLES WERTMAN P.C. 100 Merrick Road Suite 304W Rockville Centre NY 11570-4807 Tel: (516) 284-0900 Email: charles@cwertmanlaw.com Total Assets: $0 Total Liabilities: $52,154,331 The petition was signed by David Goldwasser as vice president of restructuring.. A full-text copy of the petition containing, among other items, a list of the Debtor's four unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6J5BPBI/28_W_36_HERALD_PROPERTIES_LLC__nyebke-24-73697__0001.0.pdf?mcid=tGE4TAMA 5D CARGO EXPRESS: Unsecureds Owed $3M Will Get 68% over 60 Months ----------------------------------------------------------------- 5D Cargo Express, Inc., submitted an Amended Disclosure Statement describing Amended Plan dated August 22, 2024. The Debtor is for profit corporation organized under the laws of the State of Texas on January 26, 2017 by Carlos F. Grajeda to purchase commercial trucks and trailers on credit to be leased to and operated by Carlos F. Grajeda's related company, SBC Transportation, Inc. Class 3 consists of the Secured Claim of Arvest Equipment Finance with $246,851.56 allowed secured amount. This Class shall receive a monthly payment of $4,630.17 with 4.75% interest rate over 60 months. Class 26 consists of General Unsecured Claims. This Class shall receive a monthly payment of $25,000 shared prorate for 36 months. Payments will begin on 26th month and end 60 months. The allowed unsecured claims total $3,399,677.08. This Class will receive a distribution of 68% of their allowed claims. This Class is impaired. Class 27 consists of the Secured claim of First Business Specialty Finance LLC. This Class shall receive a monthly payment of $10,402.09 with 8.25% interest rate over 60 months. The allowed secured amount total $510,000.00, while the unsecured claim total $375,212.07. Class 28 consists of the Secured claim of First Regions Bank d/b/a Ascentium Capital LLC. This Class shall receive a monthly payment of $9.083.82 with 8% interest rate over 60 months. Payments and distributions under the Plan will be funded by the profit from operating the business estimated to be $327.250 per month for years 1 & 2 and then $372,250 a month for years 3, 4 & 5. The Plan Proponent's financial projections show that the Debtor will have an aggregate annual cash flow, after paying operating expenses and post-confirmation taxes, of $3,927,000 the first year, $3.927,000 the second year, and $4,457,000 the third, fourth and fifth years. The final Plan payment is expected to be paid on or about August 1, 2029. The Debtor expects to gross the first year $350,000 per month and after reasonable and necessary expenses will have $325,000 per month to fund the plan. A full-text copy of the Amended Disclosure Statement dated August 22, 2024 is available at https://urlcurt.com/u?l=81Bms7 from PacerMonitor.com at no charge. Counsel to the Debtor: Steven G. Cennamo, Esq. Law Office of Cennamo and Werner 8546 Broadway, Suite 100 San Antonio, TX 78217 Tel: (210) 905-0529 Fax: (210) 905-4373 About 5D Cargo Express 5D Cargo Express, Inc. in Laredo, TX, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Tex. Case No. 24-50034) on March 15, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Carlos F. Grajeda as president, signed the petition. Judge Jeffrey P Norman oversees the case. The LAW OFFICE OF CENNAMO & WERNER serves as the Debtor's legal counsel. ACADEMY OF KNOWLEDGE: Hires Sagre Law Firm P.A. as Counsel ---------------------------------------------------------- The Academy of Knowledge Learning Center, Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Sagre Law Firm, P.A. as counsel. The firm will provide these services: (a) advise the Debtor with respect to its powers and duties in the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare legal papers; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiations with its creditors in the preparation of the plan. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Ariel Sagre, Esq., president and owner of Sagre Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Ariel Sagre, Esq. Sagre Law Firm PA 5201 Blue Lagoon Drive, Suite 892 Miami, FL 33126 Telephone: (305) 266-5999 Facsimile: (305) 265-6223 About The Academy of Knowledge Learning Center, Inc. The Academy of Knowledge Learning Center, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 24-19093) on Sept. 5, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by SAGRE LAW FIRM, P.A. ACCENT ON BODY: Seeks to Extend Plan Filing Deadline to Oct. 15 --------------------------------------------------------------- Accent on Body Cosmetic Surgery, P.C., asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to extend its period to file a Subchapter V Plan to October 15, 2024. The Debtor is a single-physician, medical professional corporation in the business of providing elective plastic and reconstructive surgery to its patients. Dr. James Fernau is the sole owner and sole physician of the Debtor which employs additional employees. The Debtor maintains that sufficient cause exists for the extension of time because the Debtor is diligently completing its tax returns by the deadline set by the Internal Revenue Service. Counsel for the Debtor will need time to review the tax return and the accounting to determine if there are any preference actions against Dr. Fernau. In addition, no creditor or party-in-interest is prejudiced by the extension of this deadline. The Subchapter V Trustee does not oppose the relief requested in this Motion. The Debtor further requests that this extension be without prejudice of the Debtor to seek further extensions of the deadline, if the Debtor deems it necessary. Accent on Body Cosmetic Surgery, P.C. is represented by: David Z. Valencik, Esq. Calaiaro Valencik 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dvalencik@c-vlaw.com About Accent on Body Cosmetic Surgery, P.C. Accent on Body Cosmetic Surgery, P.C., offers cosmetic surgery specializing in breast augmentation, rhinoplasty, facelift surgery, liposuction and body contouring. Accent on Body Cosmetic Surgery, P.C. in Pittsburgh, PA, filed its voluntary petition for Chapter 11 protection (Bankr. W.D. Pa. Case No. 24-21485) on June 17, 2024, listing $100,000 to $500,000 in assets and $1 million to $10 million in liabilities. Dr. James Fernau, the president, signed the petition. CALAIARO VALENCIK serves as the Debtor's legal counsel. ADAPTHEALTH CORP: S&P Upgrades ICR to 'BB-' on Deleveraging ----------------------------------------------------------- S&P Global Ratings raised its issuer credit rating on U.S.-based durable medical equipment provider AdaptHealth Corp. to 'BB-' from 'B+'. At the same time, S&P raised the issue-level rating on AdaptHealth's senior unsecured debt to 'B+' from 'B'. S&P said, "Our stable outlook reflects our expectation that AdaptHealth will maintain its leverage firmly below 4x supported by our forecast for revenue growth in low- to mid-single-digit percent area, S&P Global Ratings-adjusted EBITDA margin in 21%-22% range, and solid free cash flow generation. "The upgrade reflects our expectation that AdaptHealth will operate at lower leverage levels in the near term, reflecting solid operating performance and its focus on debt repayment." AdaptHealth's revenue grew 6% in the quarter-ended June 30, 2024 (on a last-12-months basis). Meanwhile the company expanded its EBITDA margin to 21.5% from about 20% and repaid about $100 million of debt over the last few quarters. As a result, its S&P Global Ratings-adjusted leverage improved to 3.6x for the 12-months-ended June 30, 2024, from 4.3x in the prior year. S&P said, "While the company reported low-single-digit growth in the second quarter of 2024, lower than its growth of 6%-7% in the prior quarters, we believe it stemmed mainly from recent divestitures and partially from underperformance in its diabetes segment. The company has indicated it may exit some of its non-core operations where it does not enjoy benefits of scale and has lower-than-average profitability. While this could result in modestly lower sales, we believe the divestitures will have limited impact on the company's margin profile or our view of its overall business, which reflects its leading position in home durable medical equipment (DME) services, established relationships with referral sources, and its success taking share in sleep therapy." S&P said, "These factors support our expectation for solid organic growth, especially in the sleep and respiratory space, despite weaker performance in its diabetes segment. The diabetes business has been hurt by payors shifting diabetes patients to dual-benefit and pharmacy-only suppliers, which has reduced its sales volumes in 2023 and in the first half of 2024. However, we believe this will be temporary, as the company expands its own pharmacy channels to adjust its operating model to this shift. We forecast total revenue growth of about 2.5% in fiscal 2024, improving to approximately 4% in 2025." S&P expects further improvement in cash flow metrics. S&P said, "We forecast free operating cash flow (FOCF) to debt will improve to 8%-9% in 2024-2025 from below 7% in 2023 and around breakeven in 2022, incorporating lower interest rates from the recent amendment. We do not forecast dividends or any significant acquisitions in our base-case forecast. We believe the company will continue prioritizing debt repayment over 2024-2025, with only modest M&A activities resuming in 2026." The company recently addressed its approaching maturities. AdaptHealth amended its secured term loan A and revolving credit facility agreements, extending the maturities to 2029 (subject to springing maturity covenant), addressing near-term refinancing risk under its previous maturity schedule. Under the prior credit agreement, the company's secured debt was set to mature January 2026. Per the amended agreement, the maturity of the term loan A and revolving credit facility will spring to 2028 if the 2028 senior notes have not been refinanced or repaid in full on or prior to December 2027, or in the case of a refinancing, a maturity date is earlier than December 2029. S&P believes GLP-1s could shrink the company's addressable markets longer-term, but the timing and magnitude of the impact remain uncertain. AdaptHealth generates about 40% of its revenue from sleep apnea products and about 20% of revenue from diabetes products. Many patients with obstructive sleep apnea (OSA) are also obese and/or diabetic. The prescription of glucagon-like peptide-1 agonists, commonly referred to as GLP-1s, to treat type 2 diabetes was approved by the FDA in 2005 and to treat obesity in 2014. However, demand for GLP-1s has increased significantly of late because of their weight loss benefits. S&P believes the prescription of GLP-1s has the potential to lower obesity levels globally over time and thus somewhat reduce, over the long term, the OSA and/or diabetic population. However, variables such as accessibility (given the current high-cost and limited insurance coverage), pace of adoption, adherence, and drug side effects will likely determine how quickly and to what extent GLP-1s will alter market dynamics. S&P said, "Our stable outlook reflects our expectation that AdaptHealth will maintain its leverage firmly below 4x, supported by our forecast for revenue growth in low- to mid-single-digit percent area, S&P Global Ratings-adjusted EBITDA margin in 21%-22% range, and solid cash flow generation." S&P could lower the rating on AdaptHealth if it believes it will maintain S&P Global Ratings-adjusted leverage of more than 4x. This could occur if: -- The company adopts a more aggressive financial policy than we expect; or -- There are adverse reimbursement changes or the company faces operating challenges (i.e. supply chain disruptions, product shortages). This could cause its EBITDA margin to contract and S&P Global Ratings-adjusted FOCF to debt to decline to 5% or below. S&P said, "Although unlikely over the next 12 months, we could upgrade AdaptHealth if we believe it can sustain S&P Global Ratings-adjusted leverage of 3x or below. Under this scenario, we would expect stronger EBITDA margins and materially improved free cash flow generation, with S&P Global Ratings-adjusted FOCF to debt ratio approaching 15%." ADOLE GROUP: Seeks to Hire Jacobs P.C. as Attorney -------------------------------------------------- Adole Group LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Jacobs P.C. as attorney. The firm's services include: a. advising the Debtor with respect to its powers and duties as a debtor in possession in the continued management and operation of its businesses and property. b. advising and consulting on the conduct of this Chapter 11 case, including all of the legal and administrative requirements of operating in Chapter 11; c. taking all necessary actions to protect and preserve the Debtor's estate; d. preparing pleadings in connection with this Chapter 11 case; e. advising the Debtor in connection with any potential sale of assets; f. appearing before the Court and any appellate courts to represent the interests of the Debtor's estate; g. advising the Debtor regarding tax matters; h. taking any necessary action on behalf of the Debtor to negotiate, prepare, and obtain approval of a disclosure statement and confirmation of a Chapter 11 plan and all documents related thereto; and i. performing all other necessary legal services for the Debtor in connection with the prosecution of this Chapter 11 case. The firm will be paid at these rates: Partners $1,000 per hour Counsel $865 to $1,200 per hour Associates $575 to $715 Paralegals $210 to $300 per hour The firm was paid an initial retainer in the amount of $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Leo Jacobs, Esq., a partner at Jacobs P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Leo Jacobs, Esq. Robert M. Sasloff, Esq. Jacobs P.C. 595 Madison Avenue, 39th Floor New York, NY 10022 Tel: (212) 229-0476 Email: leo@jacobspc.com robert@jacobspc.com About Adole Group Adole Group LLC is a single asset real estate (as defined in 11 U.S.C. Section 101(51B)). The Debtor is the owner in fee simple title of a property located at 68 W 120th St., New York, valued at $2.89 million. Adole Group filed a petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 23-10222) on Feb. 15, 2023. In the petition filed by its managing member, Cheryl A. Smith, MD, the Debtor reported $2,905,200 in total assets and $1,735,749 in total liabilities. Judge David S. Jones oversees the case. The Debtor is represented by Jjais A. Forde, Esq., at the Law Offices of Jjais A. Forde, PLLC. AMBRI INC: Plan Exclusivity Period Extended to March 3, 2025 ------------------------------------------------------------ Judge Laurie Selber Silverstein of the U.S. Bankruptcy Court for the District of Delaware extended Ambri, Inc.'s exclusive periods to file a plan of reorganization and obtain acceptance thereof to March 3, 2025 and April 30, 2025, respectively. As shared by Troubled Company Reporter, the Debtor filed a Chapter 11 case to continue the process of marketing and selling substantially all of the Debtor's assets. The Sale closed on July 31, 2024. The Debtor claims that now that the Sale has closed, substantially all of the Debtor's assets have been sold, and the Debtor's business is winding down, the Debtor can turn its focus to bringing this Chapter 11 Case to a consensual close through confirmation of a chapter 11 plan of liquidation. Indeed, since the closing of the Sale, the Debtor has worked diligently and constructively with the UCC and the Secured Parties to formulate a chapter 11 plan of liquidation. The Debtor expects to be able to file such a chapter 11 plan in the near term and, thereafter, proceed towards confirmation. The Court should provide the Debtor with additional time to do so. The Debtor asserts that it is not seeking the extension of the Exclusive Periods to delay administration of this Chapter 11 Case or to exert pressure on its creditors, but rather to allow the Debtor to continue with winding-down its operations, liquidating any remaining assets for the benefit of creditors, effectuate the Settlement Term Sheet through the filing and confirmation of a chapter 11 plan of liquidation, and work to propose a consensual close of this Chapter 11 Case in the most cost-efficient manner. Ambri Inc. is represented by: POTTER ANDERSON COROON LLP L. Katherine Good, Esq. Brett M. Haywood, Esq. Gregory J. Flasser, Esq. Shannon A. Forshay, Esq. 1313 North Market Street, 6th Floor Wilmington, Delaware 19801 Tel: (302) 984-6000 Facsimile: (302) 658-1192 Email: kgood@potteranderson.com bhaywood@potteranderson.com gflasser@potteranderson.com sforshay@potteranderson.com About Ambri Inc. Ambri Inc. specializes in the development of an advanced energy storage solution through its patented "Liquid MetalTM battery" technology. Ambri is a pre-revenue Liquid MetalTM battery technology company working to become a leading global provider of long-duration, grid-scale, energy storage that can solve the most critical issues facing today's electricity grid and enable wide-spread adoption of intermittent renewable energy as a 24-7 power source. The company is developing batteries that are expected to be low-cost, highly reliable, extremely safe, degrade only minimally over their lifespan, and can shift fundamentally how power grids operate and source their power, thereby contributing to the goal of a cleaner energy future. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10952) on May 5, 2024, with $50 million to $100 million in assets and liabilities. Nora Murphy, chief financial officer, signed the petition. Judge Laurie Selber Silverstein presides over the case. The Debtor tapped POTTER ANDERSON COROON LLP as counsel and GOODWIN PROCTER LLP as co-bankruptcy counsel. AVON PRODUCTS: CDS Panel Reviews Deliverable Obligations -------------------------------------------------------- Luca Casiraghi of Bloomberg News reports that Barclays Bank and other market participants challenge the Credit Derivatives Determinations Committee's decision to exclude a $405 million promissory note payable by Avon Products to Natura from the list of deliverable obligations, according to a statement. The promissory note falls within the deliverable obligation category "bond or loan," according to court filing. The deadline for resolving challenges is on September 20, 2024 and the auction is scheduled on September 24, 2024. About AIO US and Avon Products AIO US Inc., Avon Products Inc, and some of its affiliates are manufacturers and marketers of beauty, fashion, and home products with operations and customers across the globe. AIO US sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the petition filed by Philip J. Gund as chief restructuring officer, AIO US disclosed $1 billion to $10 billion in assets and debt. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are counsel to the Debtors. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors. Rothschild & Co US Inc is the Debtors' investment banker and financial advisor. Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. AVON PRODUCTS: Creditors Want Insider Settlement Probe Extended --------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that junior creditors want more time to examine a settlement that Avon Products Inc. negotiated with its parent company just before it filed Chapter 11. Natura & Co., the parent company, is using Avon Products Inc.'s bankruptcy to implement a settlement releasing it from legal claims that Avon could've brought against Brazil-based Natura, creditors said. The US version of Avon isn't in bankruptcy and is owned by a different company. About AIO US and Avon Products AIO US Inc., Avon Products Inc, and some of its affiliates are manufacturers and marketers of beauty, fashion, and home products with operations and customers across the globe. AIO US sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 24-11836) on Aug. 12, 2024. In the petition filed by Philip J. Gund as chief restructuring officer, AIO US disclosed $1 billion to $10 billion in assets and debt. Richards, Layton & Finger, P.A. and Weil, Gotshal & Manges LLP are counsel to the Debtors. Ankura Consulting Group LLC serves as restructuring advisor to the Debtors. Rothschild & Co US Inc is the Debtors' investment banker and financial advisor. Epiq Corporate Restructuring LLC acts as claims and noticing agent to the Debtors. BENHAM ORTHODONTICS: Court Directs U.S. Trustee to Appoint PCO -------------------------------------------------------------- Judge Edward Morris of the U.S. Bankruptcy Court for the Northern District of Texas directed the U.S. Trustee for Region 6 to appoint a patient care ombudsman for Benham Orthodontics & Associates, P.A. The bankruptcy judge finds that the provisions of Section 333(a)(1) of the Bankruptcy Code for appointment of a patient care ombudsman apply to Benham Orthodontics & Associates after having filed its bankruptcy petition, indicating that it operates a health care business. Judge Morris further ordered as follows: * In accordance with Section 333(a)(1) of the Bankruptcy Code, a patient care ombudsman shall be appointed in this case to monitor the quality of patient care and to represent the interests of the patients; * The U.S. Trustee is authorized and directed to make such appointment in accordance with Section 333(a)(2) of the Bankruptcy Code; and * The appointed patient care ombudsman shall have all of the rights and responsibilities provided by Section 333(b) and (c) of the Bankruptcy Code. About Benham Orthodontics & Associates Benham Orthodontics & Associates, P.A. provides orthodontic care to children and adults. It is based in Colleyville, Texas, and conducts business under the name Benham Family Orthodontics. Benham sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas Case No. 24-42784) on August 7, 2024, with up to $50,000 in assets and up to $10 million in liabilities. Adam Benham, director, signed the petition. Judge Edward L. Morris presides over the case. Joyce W. Lindauer, Esq., at Joyce W. Lindauer Attorney, PLLC represents the Debtor as bankruptcy counsel. BIG LOTS: Closes Additional 47 Stores in 19 States -------------------------------------------------- Addy Bink of WFXR reports that nearly 50 additional Big Lots stores are set to close as the company navigates through its Chapter 11 bankruptcy protection filings. The Ohio-based company announced earlier this September 2024 that it planned to sell assets and business operations to a private equity firm amid the bankruptcy filing. As part of the process, Big Lots said it plans to close roughly 250 stores by mid-January. That's on top of the nearly 300 stores that are already on track to close in the coming months. While it's unclear where exactly those additional stores will be, we do know the few hundred that have started to shut down. These stores, since at least early August, have had banners across their web pages that read "closing this location." In a court filing last week, Big Lots identified 344 stores it intended to close. Among those were the nearly 300 locations across 37 states Nexstar identified last month following an analysis of Big Lots's website. As of Wednesday, September 18, 2024, the roughly 50 additional stores included in last week's court filing have "store closing" banners on their web pages. You can see those Big Lots stores below: * Alabama: Andalusia * Arizona: Apache Junction * Arkansas: North Little Rock * Colorado: Westminster * Florida: Miami (Cutler Bay) * Idaho: Boise * Illinois: Champaign * Indiana: Crawfordsville and Evansville (Town Center) * Kansas: Olathe * Kentucky: Madisonville * Louisiana: Hammond * Nevada: Henderson (Lake Mead Crossing), Las Vegas (S. Fort Apache, Paradise, W. Sahara Ave, Southwest Las Vegas, and Summerlin), Reno (Lemmon Valley and South Reno) * New Jersey: East Brunswick, Freehold, North Bergen, Ocean, Phillipsburg, Union * New Mexico: Alamogordo * Ohio: Cincinnati (Cherry Grove) * Oklahoma: Tulsa (Oakhurst) * Texas: Austin (Wells Branch), Baytown, Dallas (Park Forest), Fort Worth (East Fwy), Frisco, Galveston, South Garland, Groves, Houston (Museum District and Northwest Houston), Kilgore, Mcallen, Richardson, San Antonio (Hollywood Park), Stephenville, Terrell * Utah: Kearns * Wisconsin: Stevens Point These locations have banners on their web pages showing closing sales are "going on now," advising customers they can "save up to 20% off." Idaho, New Mexico, Oklahoma, and Texas were initially among a handful of states where there were no planned store closures (Big Lots has locations in every state except Alaska and Hawaii). That list has since dwindled to Delaware, Iowa, Mississippi, Nebraska, North Dakota, Rhode Island, and West Virginia. Big Lots President and CEO Bruce Thorn previously said that "the majority of our store locations are profitable," but that the company intended to "move forward with a more focused footprint to ensure that we operate efficiently and are best positioned to serve our customers." By closing roughly 550 stores, Big Lots would cut its retail footprint by about 40%. It's unclear when each store will officially close its doors. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value. The Company is dedicated to being the big difference for a better life by delivering bargains to brag about on everything for the home, including furniture, decor, pantry and more. It fulfills its mission to help customers "Live BIG and Save LOTS" with sourcing strategies to grow extreme bargains through closeouts, liquidations, overstocks, private labels, and value-engineered products. The Big Lots Foundation, together with the Company's customers, associates, and vendors, has delivered more than $176 million of philanthropic support to critical needs in hunger, housing, healthcare, and education. On the Web: http://biglots.com/ On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC, is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus. BIG LOTS: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------- The U.S. Trustee for Region 3 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Big Lots, Inc. and its affiliates. The committee members are: 1. Realty Income Corporation Attn: Demetri Lahanas 11995 El Camino Real San Diego, CA 92130 Phone: 858-284-5327 Email: dlahanas@realtyincome.com 2. Blue Owl Real Estate Capital LLC Attn: Andrew Morris 30 North LaSalle Street, Suite 4140 Chicago, IL 60602 Phone: 773-389-6503 Email: andrew.morris@blueowl.com 3. America’s Realty, LLC Attn: Robert Waugh 11155 Red Run Blvd., Suite 320 Owings Mills, MD 21117 Phone: 410-653-7630 Fax: 410-653-5676 Email: bwaugh@amrealco.com 4. Zest Garden Limited Attn: Tim Juang 623 S. Doubleday Avenue Ontario, CA 91761 Phone: 909-563-1600 Email: tim@zestgarden.com 5. NCR Voyix Corporation (f/k/a NCR Corporation) Attn: Ashley Thompson, Law Dept. 864 Spring Street, NE Atlanta, GA 30308 Phone: 770-212-5034 Email: ashley.thompson@ncrvoyix.com 6. Twin Star International, Inc. Attn: Heather Brown 750 Park of Commerce Blvd., Suite 400 Boca Raton, FL 33487 Phone: 561-252-5700 Email: hbrown@twinstarhome.com 7. Everstar Merchandise Co., Limited Attn: Joe Lincoln Unit 12-13, 11/F Harbour Center Hok Cheung Street, Hung Hom Hong Kong Phone: 720-936-4981 Email: joelincoln@everstar.biz Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Big Lots Big Lots (NYSE: BIG) -- http://www.biglots.com/-- is one of the nation's largest closeout retailers focused on extreme value, delivering bargains on everything for the home, including furniture, decor, pantry and more. On Sept. 9, 2024, Big Lots, Inc. and each of its subsidiaries initiated voluntary Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 24-11967). The case is being administered by the Honorable J. Kate Stickles. Davis Polk & Wardwell LLP is serving as legal counsel, Guggenheim Securities, LLC is serving as financial advisor, AlixPartners LLP is serving as restructuring advisor, and A&G Real Estate Partners is serving as real estate advisor to the Company. Kroll is the claims agent. Kirkland & Ellis is serving as legal counsel to Nexus Capital Management LP. PNC Bank, National Association, the DIP ABL Agent and Prepetition ABL Agent, is represented by Choate, Hall & Stewart, LLP; and Blank Rome, LLP. 1903P Loan Agent, LLC, the DIP Term Agent, and the Prepetition Term Loan Agent are represented by Otterbourg, P.C. and Richards, Layton & Finger, P.A. BL SANTA FE: New Mexico Judge Won't Send HRV Suit to Delaware ------------------------------------------------------------- The Honorable David T. Thuma of the United States Bankruptcy Court for the District of New Mexico denied the Defendants' motion to transfer the venue of the removed adversary proceeding captioned as HRV SANTA FE, LLC, Plaintiff, v. JAY WOLF; JUNIPER INVESTMENT ADVISORS, LLC; JUNIPER REAL ESTATE, LLC; JUNIPER CAPITAL PARTNERS, LLC; JUNIPER BISHOPS MANAGER, LLC; JUNIPER BISHOPS, LLC; JUNIPER BL HOLDCO, LLC; JUNIPER BL PROPCO, LLC; ALEX WALTER; BRAD BROOKS; and MICHAEL NORVET, Defendants, BL SANTA FE (HOLDING), LLC, Nominal Defendant, Adv. Proc. 24-01002-t (Bankr. D.N.M.), to the United States Bankruptcy Court, District of Delaware. Plaintiff opposes the motion. This dispute involves the Bishops Lodge resort and hotel in Santa Fe, New Mexico. Before 2021, the Resort was owned and operated by BL Santa Fe, LLC. Resort Owner, in turn, was wholly owned by BL Santa Fe (Mezz), LLC, which is wholly owned by BL Santa Fe (Holding), LLC. Holding is owned principally by four members: Evolution RE Bishops Lodge, LP; Nunzio DeSantis; BL Resort Investment, LLC; and HRV Santa Fe, LLC. Evolution, DeSantis, and BL Resort Investment own more than half of the membership interests in Holding. From 2017 to December 16, 2020, HRV was the manager of Holding, Mezz, and Resort Owner. HRV is owned and controlled by Richard Holland. According to Judge Thuma, the first basis for transferring venue is if the transfer is "in the interest of justice." Different courts have applied different factors to determine what is in the interest of justice for resolving a change of venue request. Having considered the factors in those cases, the Court finds the following factors applicable: (a) Economics of estate administration; (b) Presumption in favor of the "home court;" (c) Judicial efficiency; (d) Ability to receive a fair trial; (e) The state's interest in having local controversies decided within its borders, by those familiar with its laws; (f) Enforceability of any judgment rendered; and (g) Plaintiff's original choice of forum The Court finds Defendants have not carried their burden of proving that transferring this proceeding to Delaware is in the interest of justice or would be more convenient for the parties. Judge Thuma says, "There is no evidence that it would be more efficient to try the proceeding in Delaware. Because of the jury trial demand, trial will be in a district court, not a bankruptcy court. The Delaware bankruptcy court's familiarity with the Bankruptcy Cases therefore may not be of much assistance. There is no evidence that one district court could try the proceeding more efficiently than the other. Further, this proceeding has been pending in New Mexico longer (seven months) than it took to obtain plan confirmation in Delaware (two months). The Court has become quite familiar with both the pending adversary proceeding and the litigation that took place in the Bankruptcy Cases." A copy of the Court's decision is available at https://urlcurt.com/u?l=017LV9 About BL Santa Fe BL Santa Fe, LLC and BL Santa Fe (MEZZ), LLC own and operate Bishop's Lodge, a luxury resort located at 1297 Bishops Lodge Road, Santa Fe, N.M. The Debtors filed petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 21-11190) on Aug. 30, 2021, listing $50 million to $100 million in both assets and liabilities. Judge Craig T. Goldblatt oversees the cases. The Debtors tapped the Law Offices of Frank J. Wright, PLLC and Young Conaway Stargatt & Taylor, LLP as legal counsel, and ValueScope, Inc. as restructuring advisor. Stretto serves as the Debtors' claims and noticing agent and administrative advisor. BLACKDUCK INC: Hires Gregory K. Stern P.C. as Legal Counsel ----------------------------------------------------------- Blackduck, Inc. d/b/a Money Mailer seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Gregory K. Stern, P.C. as attorney. The firm's services include: a. reviewing assets, liabilities, loan documentation, account statements, executory contracts and other relevant documentation; b. preparing list of creditors, list of twenty largest unsecured creditors, schedules and statement of financial affairs; c. giving the Debtor legal advice with respect to its powers and duties as Debtor in Possession in the operation and management of his financial affairs; d. assisting the Debtor in the preparation of schedules, statement of affairs and other necessary documents; e. preparing applications to employ attorneys, accountants or other professional persons, motions for turnover, motion for use of cash collateral, motions for use, sale or lease of property, motion to assume or reject executory contracts, plan, applications, motions, complaints, answers, orders, reports, objections to claims, legal documents and any other necessary pleading in furtherance of reorganizational goals; f. negotiating with creditors and other parties in interest, attending court hearings, meetings of creditors and meetings with other parties in interest; g. reviewing proofs of claim and solicitation of creditors' acceptances of plan; and h. performing all other legal services for the Debtor, as Debtor in Possession, which may be necessary or in furtherance of his reorganizational goals. The firm will be paid at these rates: Gregory K. Stern $650 per hour Dennis E. Quaid and Monica C. O'Brien $550 per hour Rachel S. Sandler $400 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gregory K. Stern, Esq., a partner at Gregory K. Stern, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gregory K. Stern, Esq. Dennis E. Quaid, Esq. Monica C. O'Brien, Esq. Rachel S. Sandler, Esq. Gregory K. Stern, P.C. 53 West Jackson Boulevard Suite 1442 Chicago, IL 60604 Tel: (312) 427-1558 Fax: (312) 427-1289 Email: greg@gregstern.com About Blackduck, Inc. d/b/a Money Mailer Blackduck, Inc., filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 24-13171) on Sept. 6, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by GREGORY K. STERN, P.C. BODY DETAILS: Hires Shraiberg Page P.A. as Special Counsel ---------------------------------------------------------- Body Details LLC, f/k/a Body Details LLLP seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Shraiberg Page P.A. as special counsel. The firm will assist the Debtor in selling substantially all of its business assets as a going concern. The firm will be paid at these rates: Legal assistants $275 per hour Attorneys $325 to $650 per hour John E. Page, Esq. $575 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. John E. Page, Esq., a partner at Shraiberg Page P.A., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: John E. Page, Esq. Eric Pendergraft, Esq. Shraiberg Page P.A. 2385 NW Executive Center Drive, #300 Boca Raton, FL 33431 Tel: (561) 443-0800 Fax: (561) 998-0047 Email: jpage@slp.law ependergraft@slp.law About Body Details LLC, f/k/a Body Details LLLP Body Details LLC is a laser treatment provider offering hair removal, tattoo removal and skin rejuvenation services. Body Details LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. Case No. 24-17571) on July 26, 2024. In the petition filed by Claudio Sorrentino, as chief executive officer, the Debtor reports total assets of $8,755,768 and total liabilities of $3,916,734. The Debtor is represented by Chad Van Horn, Esq. at Van Horn Law Group, P.A. BOSTON GENERATING: Trustee Loses Appeal Seeking to Claw Back $700M ------------------------------------------------------------------ The U.S. Court of Appeals for the Second Circuit affirmed the dismissal of all claims asserted by the liquidating trustee of the BosGen Liquidating Trust, in In re Boston Generating, LLC -- a matter that has been litigated for over a decade involving fraudulent conveyance claims arising from a $2 billion leveraged recapitalization. The Second Circuit ruled that the Bankruptcy Code's safe harbor provision for securities contracts payments, 11 U.S.C. Sec. 546(e), applied to the leveraged buyout and pre-empted the trustee's state-law fraudulent conveyance claims, which attempted to claw back approximately $708 million paid to shareholders prior to BosGen's bankruptcy. EBG Holdings LLC and its wholly owned subsidiary, Boston Generating LLC, implemented a leveraged recapitalization transaction several years prior to BosGen's bankruptcy filing, under which EBG's members received cash distributions in exchange for their equity interests in EBG. The transaction included a $925 million tender offer and a $35 million dividend distribution, which were financed in large part using two credit facilities entered into by BosGen. Mark Holliday, the liquidating trustee, as plaintiff-appellant, seeks to claw back the $708 million BosGen transfer from the defendants-appellees, who received payments for their equity securities pursuant to the transaction. But the Bankruptcy Court for the Southern District of New York -- then the District Court -- dismissed the Trustee's fraudulent conveyance claims on the ground that the Bankruptcy Code's securities safe harbor provision, 11 U.S.C. Sec. 546, pre-empted such state law claims. In an 11-page Summary Order signed Sept. 19, 2024, a three-judge panel of the U.S. Court of Appeals for the Second Circuit affirmed the District Court's ruling. The Second Circuit held that because the $708 million transfer constitutes a "transfer made . . . in connection with a securities contract" by a qualifying financial institution, it is entitled as a matter of law to the protection of Section 546(e)'s safe harbor, which pre-empts the Trustee's state-law fraudulent conveyance claims. The Second Circuit also noted that the Trustee cites no case law to support its argument that a debtor must be party to a securities contract in order for the safe harbor provision to apply. "What it does is it affirms the standard that is continuing to crystallize, certainly in the Second Circuit, that the safe-harbor provision will be honored in transactions like this," the Sean O'Donnell, counsel to the defendants-appellees, noted. The case took more than a decade to litigate, transferring between four district court judges throughout that time. Because of the length of the case, some of the defendant funds, particularly those that were winding down, settled with the trustee rather than remain in court, Mr. O'Donnell pointed out. Law firm Herrick, Feinstein LLP, led by Sean O'Donnell, partner and co-chair of the firm's Restructuring & Finance Litigation Department, represented the largest ad hoc group of defendants-appellees in the case. Herrick Feinstein represented Ex Orbit, Ltd., Satellite Senior Income Fund, LLC, CMI Holdings Investments Ltd., Castlerigg Partners LP, Highland Crusader Offshore Partners LP, Satellite Asset Management, LP, Sandell Asset Management Corporation, Satellite Overseas Fund Ltd., The Apogee Fund, Ltd., Satellite Fund IV, LP, Satellite Overseas Fund V, Ltd., Satellite Overseas Fund VI, Ltd., Satellite Overseas Fund VIII, Ltd., Satellite Overseas Fund IX, Ltd., Satellite Fund I, LP, Satellite Fund II, LP, Ex Orbit Group, Ltd., and Satellite Overseas Fund VII, Ltd. Wilmer Cutler Pickering Hale and Dorr LLP, led by Phillip D. Anker, represented defendants-appellees Credit Suisse Securities (USA) LLC, et al. Shearman & Sterling LLP, led by Richard F. Schwed, represented defendants-appellees The Tudor BVI Global Portfolio L.P., and related entities. Reid Collins & Tsai LLP, led by partner Joshua J. Bruckerhoff, represented the plaintiff-appellant. About Boston Generating New York-based Boston Generating, LLC, owned nearly 3,000 megawatts of mostly modern natural gas-fired power plants in the Boston area. Privately held Boston Generating was an indirect subsidiary of US Power Generating Co., and considers itself as the third-largest fleet of plants in New England. Boston Generating filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-14419) on Aug. 18, 2010. Boston Generating estimated its assets and debts at more than $1 billion as of the Petition Date. EBG Holdings LLC; Fore River Development, LLC; Mystic, LLC; Mystic Development, LLC; BG New England Power Services, Inc.; and BG Boston Services, LLC, filed separate Chapter 11 petitions. D. J. Baker, Esq., at Latham & Watkins LLP, served as bankruptcy counsel for the Debtors. JPMorgan Securities was the Debtors' investment banker. Perella Weinberg Partners, LP, was the Debtors' financial advisor. Brown Rudnick LLP is the Debtors' regulatory counsel. FTI Consulting, Inc., was the Debtors' restructuring consultant. Anderson Kill & Olick, P.C., was the Debtors' conflicts counsel. The Garden City Group, Inc., was the Debtors' claims agent. The Official Committee of Unsecured Creditors tapped the law firm of Jager Smith P.C. as its counsel. BRIDGETOPIA LLC: Commences Subchapter V Bankruptcy Process ---------------------------------------------------------- Bridgetopia LLC filed Chapter 11 protection in the Northern District of Alabama. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 17, 2024 at 1:30 p.m. at Creditor Meeting Room Birmingham. About Bridgetopia LLC Bridgetopia LLC is part of the residential building construction industry. Bridgetopia LLC sought relief under Subchapter V of Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02788) on Sept. 12, 2024. In the petition filed by Misty Glass, as manager, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge D. Sims Crawford handles the case. The Debtor is represented by: Stephen P. Leara, Esq. SPAIN & GILLON, LLC 505 North 20th Street Suite 1200 The Financial Center Birmingham, AL 35203 Tel: (205) 328-4100 Fax: (205) 324-8866 Email: sleara@spain-gillon.com BRIDGEWATER CASTLE: Seeks Court OK to Obtain $9.75MM From UMB Bank ------------------------------------------------------------------ Bridgewater Castle Rock ALF, LLC asked the U.S. Bankruptcy Court for the District of Colorado for authority to obtain up to $9.75 million in financing from UMB Bank, N.A. and use the lender's cash collateral. The debtor-in-possession (DIP) loan will provide liquidity necessary to meet immediate capital needs and complete the construction of the company's multifamily senior housing project in Castle Rock. The project was financed through a bond issuance of approximately $38.4 million but the company currently lacks the necessary funds to resume construction and meet ongoing expenses, according to its attorney, Keri Riley, Esq., at Kutner Brinen Dickey Riley, P.C. Meanwhile, Bridgewater will utilize the lender's cash collateral in alignment with an approved budget, ensuring that funds are managed appropriately to sustain business operations. As adequate protection, UMB Bank will be granted first-priority liens and superpriority claims. About Bridgewater Castle Bridgewater Castle Rock ALF, LLC is a single asset real estate debtor (as defined in 11 U.S.C. Section 101(51B)). Bridgewater filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Colo. Case No. 24-13319) on June 14, 2024, listing $10 million to $50 million in both assets and liabilities. The petition was signed by Steve Jorgenson as chief executive officer. Judge Thomas B. Mcnamara oversees the case. Kutner Brinen Dickey Riley, P.C. represents the Debtor as legal counsel. CADUCEUS PHYSICIANS: Hires Arentfox Schiff LLP as Special Counsel ----------------------------------------------------------------- Caduceus Physicians Medical Group seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Arentfox Schiff LLP as special healthcare counsel. The firm will provide these services: a. handling health-care disputes involving the Debtors; b. general counseling on health care related matters should they arise; c. consulting with the Debtors and their bankruptcy counsel in this case regarding the bankruptcy-related healthcare regulatory matters as they pertain to the operation of the Debtors' healthcare business and any contemplated sale; d. prosecuting health care related actions against connected with the Debtors' bankruptcy case that the Debtors deem necessary and the Firm agrees to undertake; e. appearing, as appropriate, before this Court and other courts in which matters may be heard and protect the interests of the Debtors' estates before said courts and the Office of the United States Trustee; and f. performing all other necessary healthcare related legal services in this case requested by the Debtors. The firm will be paid at these rates: Partners $660 to $1,170 per hour Counsel $610 to $1,140 per hour Associates $495 to $725 per hour Paraprofessionals $195 to $425 per hour The firm will be paid a retainer in the amount of $ 12,500 The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. M. Douglas Flahaut, Esq., a partner at Arentfox Schiff LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: M. Douglas Flahaut, Esq. Arentfox Schiff LLP 555 W. Fifth St., 48th Floor, Los Angeles, CA 90013 Tel: (213) 443-7559 Douglas.Flahaut@afslaw.com About Caduceus Physicians Medical Group Caduceus Physicians Medical Group is a physician owned and managed multi-specialty medical group with locations in Yorba Linda, Anaheim, Orange, Irvine, and Laguna Beach. The Debtor specializes in primary care, pediatrics, & urgent care. Caduceus Physicians Medical Group and Caduceus Medical Services, LLC concurrently filed their petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11945 and 24-11946, respectively) on August 1, 2024. The petitions were signed by Howard Grobstein as chief restructuring officer. At the time of the filing, Caduceus Physicians reported $1 million to $10 million in both assets and liabilities while Caduceus Medical reported up to $50,000 in both assets and liabilities. Judge Theodor Albert presides over the cases. David A. Wood, Esq., at Marshack Hays Wood, LLP represents the Debtors as legal counsel. CARABOBO PROSPER: Seeks Court Approval to Use Cash Collateral ------------------------------------------------------------- Carabobo Prosper Holdings LLC asks U.S. Bankruptcy Court for the Northern District of Texas Dallas Division for authority to use cash collateral after initiating a Chapter 11 bankruptcy petition on September 19, 2024. The Debtor continues to manage and operate its business as a distributor of oil and lubricants to mechanics throughout the State of Texas as Debtor-In-Possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code. No creditors' committee has been appointed in this case by the United States Trustee. The motion outlines the secured positions held by various creditors, including CFG Merchant Solutions LLC and Toyota Industries Commercial Finance, which have claims on the Debtor's accounts receivable, inventory, and equipment. The Debtor emphasizes the necessity of using cash collateral to cover essential operating expenses, such as materials and payroll, which are critical for its ongoing operations and successful reorganization. Included in the filing are budget projections for the next 14 and 30 days, which the Debtor deems reasonable for sustaining operations. Carabobo Prosper Holdings seeks permission to use cash collateral for these expenses and any unforeseen costs, proposing a limit of 110% on budgeted expenses, with an allowance for monthly expenditures not to exceed 5% over the budgeted total. This motion is categorized as a "First Day Motion," aimed at addressing immediate financial needs in the Chapter 11 process. The Debtor requests a hearing to gain court authorization for using cash collateral as specified and seeks any additional relief the court finds appropriate. About Carabobo Prosper Carabobo Prosper Holdings LLC is a Texas-based distributor of oil and lubricants serving mechanics throughout the state. Carabobo Prosper Holdings LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas. Case No. 24-32882).Robert C. Lane, signed the petition. Robert C. Lane Esq. at The Lane Law Firm, PLLC represents the Debtor as legal counsel. CMM OFFROAD: Hires Lefkovitz & Lefkovitz PLLC as Counsel -------------------------------------------------------- CMM Offroad, LLC seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennesse to employ Lefkovitz & Lefkovitz, PLLC as its bankruptcy counsel. The firm's services include: a. advising the Debtor as to her rights, duties, and powers as Debtor(s)-in Possession; b. preparing and filing statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor in this proceeding; c. representing the Debtor at all hearings, meetings of creditors, conferences, trials; and d. performing such other legal services as may be necessary in connection with this case. The firm has received a total of $16,738 as a retainer. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lefkovitz & Lefkovitz is a "disinterested person" as defined in Bankruptcy Code Secs 101(14) and 327, according to court filings. The firm can be reached through: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About CMM Offroad, LLC CMM Offroad LLC, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Tenn. Case No. 24-03493) on Sept. 11, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by LEFKOVITZ & LEFKOVITZ. COLIBRI: Moody's Alters Outlook on 'B3' CFR to Stable ----------------------------------------------------- Moody's Ratings affirmed McKissock Investment Holdings, LLC's (Colibri) B3 Corporate Family Rating and B3-PD Probability of Default Rating. Concurrently, Moody's affirmed the B3 rating on Colibri's existing senior secured bank credit facility that consists of a $70 million revolver expiring March 2027 and $1.16 billion first lien term loan due March 2029. Moody's also changed the outlook to stable from positive. The change in outlook to stable from positive reflects Colibri's continued low free cash flow and high leverage. Colibri's flat revenue performance and earnings contraction in the first half of 2024, below Moody's previous expectations, and uncertainty around the recovery timeline of segments dependent on interest rates moderating are likely to maintain free cash flow and leverage at levels more consistent with the current rating over the next year. In the year to date period ending June 30, 2024, Colibri reported about $237 million of pro forma revenue, a 0.3% decline over the prior period. The real estate segment continues to experience headwinds driven by soft qualifying education (QE) volumes. The accounting segment was hurt by a recent change to the CPA Evolution exam though Colibri's curriculum adjustments will likely make the impact temporary, and the company partially mitigated the impact through the addition of new customers and growth of continuing professional education (CPE) volumes. The healthcare segment, despite several headwinds, along with the financial services segment contributed to top line growth, albeit not fully offsetting losses in the other segments. The company's reported EBITDA for the comparable period was down 10.8% as a result of higher marketing investments, payroll and integration costs. The company is working through several cost management initiatives to improve efficiency and reduce operational costs, such as a reduction in travel & entertainment expenses, optimization of sale processes, and leveraging technology to automate processes. Credit metrics have weakened this year with debt-to-EBITDA leverage increasing above 7x as of June 30, 2024. Moody's now anticipate that debt-to-EBITDA leverage will remain elevated above 6x in 2025. Moody's affirmed the ratings because Colibri continues to maintain adequate liquidity and Moody's expect EBITDA margin will benefit in 2025 from the company's operating initiatives, cost savings are realized, and one-time costs associated with the acquisitions of TRC and Simple Nursing are wound down. Moody's forecast that Colibri will grow earnings, generate moderately positive free cash flow of $15 to $20 million in 2025, and reduce leverage to a mid 6x range in 2025. RATINGS RATIONALE The B3 CFR reflects Colibri's modest scale in a competitive and fragmented market for professional certification and continuing education services, high leverage, and low free cash flow. Moody's believe Colibri's market position is well established, and the company demonstrates the ability to grow both organically and through tuck-in acquisitions. Acquisitions have helped Colibri diversify its end market verticals beyond real estate and valuation services, with growing positions in healthcare, accounting and financial services that Moody's consider less vulnerable to economic cycles. The company's services for professional certifications are considered non-discretionary relative to the more volatile demand of discretionary education services. Moody's forecast annual revenue growth in the low to mid-single digit range in 2025 and beyond, largely reflecting additional volume from the healthcare vertical as well as upselling & cross-selling opportunities to Colibri's customers. Moody's view further diversification of verticals as positive, although execution risk remains high, as the company's growth strategy will continue to be focused on debt and cash funded tuck-in acquisitions. Event risk is also high, given that the latest acquisitions were partially funded with PIK preferred and convertible instruments. There is elevated potential for Colibri to issue lower-priced debt to avoid the high return hurdle created by the PIK instruments. However, impairment of preferred equity instruments is not considered a default by Moody's definition which reduces the risk of a distressed exchange. Colibri's liquidity is adequate with $11 million of balance sheet cash as of June 30, 2024, full availability of the $70 million revolving credit facility that expires in March 2027 and expectations of $15 to $20 million of annual free cash flow in 2025. The free cash flow will be largely utilized to fund a deferred consideration installment due in 2024 and $11.6 million of annual term loan amortization. The revolver is subject to a springing first lien 8x net leverage covenant when utilization exceeds 35%. Moody's do not expect the covenant to spring into effect over the next 12 months, but if it does the company should have good cushion. The first lien term loan does not have any financial maintenance covenants. Colibri has two series of preferred stock that were issued by holding companies that do not guarantee the credit facility and the preferred stock does not have upstream guarantees. The credit facility does not cross default to the preferred stock, and the preferred stock only has an equity claim in bankruptcy and only one of the two series of preferred stock has a pay-in-kind (PIK) dividend accretion. Moody's view the preferred stock instruments as equity in Moody's credit metric calculations, but the instruments pose event risk. Since the preferred stock is held by third parties that have a priority equity claim ahead of Gridiron Capital's common equity and there is a high PIK rate on one class of preferred stock, Moody's believe there is event risk. There is potential that at some point Gridiron may choose to replace the instruments with lower-priced debt to avoid the high return hurdle created by the PIK instrument. The intent is likely to redeem the preferred stock through a sale of the company or initial public offering, but this could be challenging if public equity market conditions are soft or the company does not generate strong growth. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The stable outlook reflects Moody's expectation that the company will improve its operating performance leading to improving credit metrics and modestly positive free cash flow over the next 12 months while maintaining adequate liquidity. The ratings could be upgraded if Colibri delivers sustained revenue and earnings growth, sustains free cash flow-to-debt above 5% and sustains debt-to-EBITDA below 6.5x. The company would also need to maintain a more conservative financial policy consistent with maintaining credit metrics at the aforementioned levels. The ratings could be downgraded if revenue and earnings deteriorate due to factors such as lower volume, customer losses, or higher costs, EBITA-to-interest expense is below 1x, or the company generates weak or negative free cash flow. A deterioration in liquidity including increasing revolver usage or a more aggressive financial policy could also lead to a downgrade. McKissock Investment Holdings (Colibri, headquartered in St. Louis, Missouri) is a provider of professional education solutions across six core end markets including accounting, real estate, financial services, healthcare, valuation & property services (VPS) and teaching. The solutions support continuing education (CE) and qualifying education (QE) required for professionals to pursue and maintain their licenses. The company operates a portfolio of 20+ brands that span business-to-business (B2B) and business-to-consumer (B2C) services. Colibri was acquired by a private equity firm Gridiron Capital in May 2019. The company was a pioneer of online professional education, introducing some of the first online-based professional education courses in 2001. Pro forma revenue for the last 12 months ended June 30, 2024 were approximately $467 million. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. CONN'S INC: U.S. Trustee Wants Proposed Exec Bonuses Tossed ----------------------------------------------------------- Yun Park of Law360 Bankruptcy Authority reports that the U.S. Trustee's Office urged a Texas bankruptcy judge on Friday, September 20, 2024, to reject bonuses that retailer Conn's wants to pay executives if it reaches key goals in its Chapter 11 case, saying the awards would amount to an impermissible "pay to stay" retention plan because the debtor's restructuring professionals are the ones responsible for meeting such targets. About Conn's, Inc. Conn's, Inc., is a retailer of home goods and furniture in The Woodlands, Texas. Conn's and its affiliates sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Texas Lead Case No. 24-33357) on July 23, 2024. In its petition, Conn's reported $1 billion to $10 billion in both assets and liabilities. Judge Jeffrey P. Norman oversees the cases. The Debtors tapped Duston K. McFaul, Esq., at Sidley Austin, LLP as legal counsel; Houlihan Lokey, Inc. as investment banker; and BRG Capital Advisors, LLC as interim management services provider. Epiq Corporate Restructuring, LLC, is the Debtors' notice and claims agent. CPV SHORE: S&P Affirms 'B' Rating on Senior Secured Debt -------------------------------------------------------- S&P Global Ratings revised the outlook to stable from negative and affirmed its 'B' rating on CPV Shore Holdings LLC's (CPV Shore or the project) senior secured debt. At the same time, S&P revised the recovery rating on the debt to '2' from '3'. A recovery rating of '2' indicates its expectation for substantial (70%-90%; rounded estimate: 75%) recovery in the event of default. The revision is spurred by a higher cleared capacity price in the 2025-2026 auction and a reduced amount on the revolving credit facility (RCF), which was extended in November 2023. The stable outlook reflects S&P's forecast of improved debt service coverage ratios (DSCRs), with a minimum DSCR of 1.16x throughout the life of the asset. This improvement is mainly due to a better long-term capacity price outlook, partially offset by higher Regional Greenhouse Gas Initiative (RGGI) costs. The Woodbridge Energy Center (Woodbridge or the plant) is a 725-megawatt (MW) combined-cycle gas-fired power plant in Middlesex County, N.J., in the Eastern Mid-Atlantic Area Council (EMAAC) zone of PJM Interconnection LLC (PJM). Woodbridge is owned by CPV Shore, which itself is owned by CPV Shore Investment LLC (37.53%), Toyota Tsusho Shore LLC (31.25%), Osaka Gas Shore LLC (20%), and John Hancock Life Insurance Co. (U.S.A.) (11.22%). DSCR forecast improves due to recent PJM capacity market momentum. S&P said, "We project improved DSCRs will be spurred by favorable future expectations in the PJM EMAAC capacity market. The cleared capacity price of $269.92 per megawatt day (/MW-day) for the 2025/2026 period represents a significant increase--more than five times the 2024/2025 auction results. Although the upside is partially offset by higher RGGI costs, we expect DSCRs will improve in the long term. "In the near term, from third-quarter 2024 to second-quarter 2025, we anticipate a temporary dip in DSCR due to the current depressed capacity prices and elevated RGGI costs. However, we project DSCR will recover starting in mid-2025 as the higher cleared capacity prices take effect. As a result, we expect CPV Shore will increase cash sweeps, especially in the latter half of 2025, prior to the TLB maturity. We anticipate the TLB balance at maturity will be approximately $340 million. "With the expectation that higher load growth in PJM will likely continue to accelerate, we forecast that the 2026/2027 delivery year EMAAC capacity price will be $200/MW-day. We believe that the EMAAC capacity price should revert to the $165/MW-day area in the long term. With our revised long-term capacity price assumptions, and accounting for ongoing elevated RGGI costs, we project a minimum DSCR of 1.16x post-refinancing, an improvement from our previous forecast of 1.08x." Refinancing risk is manageable, given the market outlook. S&P said, "We expect CPV Shore will refinance its TLB and RCF maturing in 2025, supported by an improved capacity market and anticipated drop in interest rates, partially offset by higher RGGI costs. In addition, CPV Shore successfully extended its RCF in November 2023, despite higher market uncertainty and depressed capacity prices at the time. The project secured $95 million with more lender-friendly terms. We view this positively and expect the project will be able to refinance its TLB and RCF under the current market conditions as they mature in 2025. "Historical performance was in line with our expectations. "CPV Shore's operational and financial performance in 2023 and in the first half of 2024 was in line with our expectations. During this period, the project swept $7.5 million toward debt paydown, meeting our forecast cash sweep. Post-hedging, the project realized clean spark spreads of $8.40 per megawatt-hour (/MWh) in 2023 and $7.30/MWh in the first half of 2024. Operationally, CPV Shore maintained an availability factor of 83% in 2023 as a result of the scheduled two-month outage, and 92% in the first half of 2024. The project operated at a capacity factor of approximately 60% during both periods. "The stable outlook reflects our expectation that CPV Shore will generate DSCRs of about 1.16x on a rolling 12-month basis by June 2025, and about 2.0x by December 2025. We also expect the minimum DSCR will remain above 1.16x during the project's life, which includes the post-refinancing period (2025-2040). "We could lower our rating if our view of the project's ability to refinance its debt due in 2025 deteriorates. We would also consider a negative rating action if the project's cash flow sweeps were materially lower than our forecast of approximately $20 million until the TLB maturity, which would increase the residual TLB balance to more than $340 million at maturity, and potentially weaken projected DSCRs in the post-refinancing period. This could stem from lower-than-expected capacity factors, weaker energy margins, higher-than-anticipated RGGI costs, or unplanned outages that require a full plant shutdown for an extended period. "We would consider raising the rating if we believe the project will achieve a minimum DSCR of at least 1.20x throughout the life of the debt, including the post-refinancing period (2025-2040). We would expect this to occur via significant improvements in debt paydown if the project's realized clean spark spreads increase, or if uncleared capacity prices in PJM's EMAAC zone improved while the project realizes favorable capacity factors. This would result in higher cash flow available for debt service, leading to a lower-than-anticipated TLB balance at maturity." DEL FUEGO: Hires Golub Lacapra Wilson as Accountant --------------------------------------------------- Del Fuego Paradise LLLP seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Golub, LaCapra, Wilson & DeTiberiis, LLP as accountant. The firm will provide these services: a. render business advisory services and ongoing consulting and advising regarding lenders; b. preparation of various financial schedules and presentations; and c. analyze various revenue generating and cost reduction options for the company. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jacquelyn Varga, CPA, a partner at Golub, Lacapra, Wilson & Detiberiis, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jacquelyn Varga, CPA Golub, LaCapra, Wilson & DeTiberiis, LLP 2 Roosevelt Ave Port Jefferson Station, New York 11776 Tel: (631) 331-0515 Fax: (631) 331-0583 Email: brian@glwdcpa.com About Del Fuego Paradise LLLP Del Fuego Paradise, LLLP in Delray Beach, FL, filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-14934) on May 20, 2024, listing $5,500 in assets and $4,580,433 in liabilities. Daniel Murphy, Power of Attorney for Joseph DiNicole, Partner, signed the petition. Judge Mindy A. Mora oversees the case. KELLEY KAPLAN & ELLER, PLLC serve as the Debtor's legal counsel. DETCO INC: Seeks Court Approval to Use Cash Collateral ------------------------------------------------------ Detco, Inc. asks U.S. Bankruptcy Court for the Eastern District of Arkansas for authority to use cash collateral generated from its post-petition receivables. This is essential for the company to meet its working capital needs and continue operations during its Chapter 11 bankruptcy case. Additionally, the motion aims to provide adequate protection to WBL SPO I, LLC, the creditor with a secured claim, by proposing monthly payments to mitigate any potential loss in value of the collateral. The Debtor entered into a Business Promissory Note and Security Agreement with World Business Lenders, LLC on August 17, 2022, securing a loan of amount $1,200,000. This agreement includes an interest rate of approximately 0.07397% per day, with a series of interest-only payments due until February 2024, when a final balloon payment is scheduled. WBL subsequently assigned its rights under this agreement to WBL SPO I, LLC, which now holds an estimated secured claim of $1,564,636.59 against the Debtor. The Debtor has an immediate need to use the Cash Collateral in order to continue its operation and maintain the value of the estate during the pendency of this case. In the motion, Detco proposes making monthly adequate protection payments of $13,690.57 to WBL SPO I, LLC. These payments will be made until either a plan of reorganization is confirmed, the case is converted to Chapter 7, or the case is dismissed. The first payment is scheduled for October 1, 2024. These payments are designed to protect WBL's interests in the collateral, minimizing any post-petition depreciation. Furthermore, the Debtor asserts that allowing access to the cash collateral is in the best interest of all parties involved. It emphasizes that the proposed adequate protection measures are sufficient to mitigate any risks associated with the use of the collateral during the bankruptcy proceedings. The motion includes a request for a hearing to expedite the approval process, as immediate access to cash is deemed critical for ongoing operations. Overall, Detco, Inc. seeks the court's approval to use cash collateral and implement adequate protection for WBL SPO I, LLC, as part of its strategy to navigate through bankruptcy and maintain operational stability. The Debtor believes that these measures are essential not only for its survival but also for maximizing the value of its estate for the benefit of all creditors. About Detco Inc. The Debtor owns a 207,781 sq. ft. building located on 4.77 acres located in Greene County at 1810 U.S. 49, Paragould, AR 72450. This commercial property, on which the Debtor's convenience store & service station are located, has an appraised value of $2.1 million. Detco Inc. sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Ark. Case No. 24-12775) on Aug. 26, 2024. In the petition signed by David Detlefsen, chairman, the Debtor disclosed $2,766,656 in assets and $1,615,389 in liabilities. Judge Phyllis M. Jones presides over the case. Dilks Law Firm serves as the Debtor's counsel. The firm can be reached through: Frank H. Falkner, Esq. Lyndsey D. Dilks, Esq. Dilks Law Firm P.O. Box 34157 Little Rock, AR 72203 Telephone: (501) 244-9770 Facsimile: (888) 689-7626 Email: frank@dilkslawfirm.com ldilks@dilkslawfirm.com DIGITAL MEDIA: U.S. Trustee Appoints Creditors' Committee --------------------------------------------------------- The U.S. Trustee for Region 7 appointed an official committee to represent unsecured creditors in the Chapter 11 cases of Digital Media Solutions, Inc. and its affiliates. The committee members are: 1. QuoteWizard.com LLC Valentyna DeCristo, Deputy GC 1415 Vantage Park Drive, Suite 700 Charlotte, NC 28203 (704) 968-1062 Valentyna.DeCristo@lendingtree.com 2. All Web Leads, Inc. Chad Bradford, CFO 9004 Anderson Mill Road, Unit A Austin, TX 78729 (817) 683-1404 chad.bradford@awl.com Counsel: Andrew Currie Venable LLP 750 East Pratt Street, Suite 900 Baltimore, MD 21202 (410) 244-7603 AJCurrie@Venable.co 3. QuinStreet, Inc. Marty Collins, Chief Legal Officer 950 Tower Lane, 12th Floor Foster City, CA 94404 (650) 906-0077 mcollins@quinstreet.com Counsel: Andrew Currie Venable, LLP 600 Massachusetts Avenue, NW Washington, DC 20001 (202) 344-4586 AJCurrie@venable.com 4. Adsync Media, LLC Howard Bruck, COO/CFO 1200 Brickell Avenue, Suite 1950 Miami, FL 33131 (305) 988-5680 howard@adsyncmedia.com Counsel: Brent A. Friedman, PA Brent Friedman 78 SW 7th Street, 5th Floor Miami, FL 33130 (305) 562-6800 brent@brentafriedman.com 5. Archer Education Michael Briskey, CFO 10975 Benson Drive, Suite 150 Overland Park, KS 66210 (972) 679-7629 mbriskey@archeredu.com Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Digital Media Solutions Founded in 2012, Digital Media Solutions, Inc. is a technology-enabled digital advertising company in Clearwater, Fla., that leverages its advanced technology and proprietary customer data to efficiently and effectively connect its customers with their target consumers. As of Sept. 11, 2024, DMS and its affiliates operate in at least 15 countries and territories around the world and employ 247 individuals in The United States and Canada. DMS and 36 affiliates commenced voluntary Chapter 11 proceedings (Bankr. N.D. Texas Lead Case No. 24-90468) on Sept. 11, 2024. At the time of the filing, DMS reported $100 million to $500 million in both assets and liabilities. Judge Alfredo R. Perez oversees the cases. The Debtors tapped Kirkland & Ellis, LLP and Porter Hedges, LLP as legal counsel; Portage Point Partners as restructuring advisor; and Houlihan Lokey Capital, Inc. as investment banker. Omni Agent Solutions is the claims agent. DISH NETWORK: Seeks Dismissal of Suit Over Asset Transfers ---------------------------------------------------------- Satellite-TV provider Dish Network LLC is seeking dismissal of a lawsuit filed by bondholders over a controversial transfer of assets. In court filings dated Sept. 25, 2024, Dish Network LLC, et al., ask the U.S. District Court for the Southern District of New York to dismiss the amended complaint filed by U.S. Bank Trust Company, N.A., on behalf of bondholders. Dish asserts that the plaintiffs had failed to assert any well-pled, non-conclusory facts to support their allegation that the asset transfers breached the indentures. "[T]he law is clear that dismissal is appropriate where there are no well-pled allegations supporting Plaintiffs' claims, or where those claims are refuted by the documents incorporated in the complaint, as they are here," Dish stated. Refuting bondholders' allegation that the Intercompany Loan was DBS's sole asset, the defendants point out that DBS had assets in excess of $21 billion, so the Tranche A portion of the Intercompany Loan constituted only 22% of the Company's overall asset base, nowhere close to "all or substantially all." Qualitatively, there has neither been a fundamental change in the nature of DBS's business, nor is the Intercompany Loan DBS's "crown jewel." At the time of the transactions, DBS was an indirect-holding company of its parent-entity, non-party DISH, and held 8 million pay-tv subscribers, various operating assets (such as orbital satellites, wireless spectrum licenses, real property, among others), as well as the Intercompany Loan. Today, DBS holds approximately five million subscribers, the same miscellaneous operating assets, and the Tranche B portion of the Intercompany Loan. DBS, therefore, has the same existence, purpose, and business as it had both before and after the Intercompany Loan Transaction. Dish also argues that the bondholders had failed to plead any of the three elements required to sustain constructive fraud claims. It noted that DBS was not left with "unreasonably small assets" after the transactions, such that it was left with insufficient assets to sustain its operations. Dish avers that that DBS continues to hold assets in excess of $12 billion, more than half of what it held before the transactions. It adds that plaintiffs have not shown that DBS was unable to pay its debts at the time of the transactions. The "going concern" qualification in the Company's Form 10-K has no bearing on whether DBS was unable to pay its debts at the time of the transfers, Dish claims. DBS continues to hold assets in excess of $12 billion, more than half of what it held before the transaction, according to Dish. In U.S. BANK TRUST COMPANY, NATIONAL ASSOCIATION, in its capacities as Trustees, Plaintiffs, v. DISH DBS CORPORATION, DISH NETWORK L.L.C., ECHOSTAR INTERCOMPANY RECEIVABLE COMPANY L.L.C., DISH DBS ISSUER LLC, and DBS INTERCOMPANY RECEIVABLE L.L.C., Defendants, Case No. 1:24-cv-3646 (JGLC), S.D.N.Y., filed in April 2024, U.S. Bank, on behalf of a group of bondholders, demands for Dish to undo a series of collateral transfers it made earlier in the year to move assets out of reach of bondholders. A copy of the amended complaint filed on July 18, 2024, is available at https://www.pacermonitor.com/view/S6GUMJI/US_Bank_Trust_Company_National_v_DISH_DBS_Corporation_et_al__nysdce-24-03646__0024.0.pdf?mcid=tGE4TAMA Dish, which is seeking to transition from pay-TV to wireless services, had transferred a handful of wireless spectrum licenses into a new legal entity and freed a new unit holding 3 million television subscribers from debt covenants, as part of an effort to address its debt stack. White & Case and Houlihan Lokey Inc. are representing the Company. Lazard Inc. and Milbank LLP are advising the investors. About Dish Network DISH Network L.L.C., a subsidiary of EchoStar, provides multichannel television and satellite television via DISH Network as well as over-the-top IPTV services via Sling TV. EchoStar Corporation (Nasdaq: SATS) on Jan. 2, 2024, announced the completion of its acquisition of DISH Network Corporation. To complete the acquisition, a wholly owned subsidiary of EchoStar merged with and into DISH Network, with DISH Network surviving the merger as a wholly owned subsidiary of EchoStar. Shortly after EchoStar completed its $26 billion acquisition of Dish, the company warned investors that its prospects were uncertain. In a 10-K form filed with the Securities and Exchange Commission on Feb. 29, EchoStar reported its debt load raised "substantial doubts about its ability to continue as a going concern." Dish is saddled with $20 billion in debt and has $1.98 billion in debt set to mature on Nov. 15, 2024. EL CHILITO MEXICAN: Sec. 341(a) Meeting of Creditors on Oct. 10 --------------------------------------------------------------- El Chilito Mexican Food Inc. filed Chapter 11 protection in the Central District of California. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 10, 2024 at 10:00 a.m. at UST-SVND2, TELEPHONIC MEETING. CONFERENCE LINE:1-866-820-9498, PARTICIPANT CODE: 6468388. About El Chilito Mexican Food Inc. El Chilito Mexican Food Inc. is a local taqueria serving a delicious selection of Tex-Mex and interior Mexican style tacos, coffee, frozen sangria/mimosas, and draft beer. El Chilito Mexican Food Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11032) on September 11, 2024. Honorable Bankruptcy Judge Ronald A. Clifford III oversees the case. The Debtor is represented by: Matthew D. Resnik, Esq. RMH LAW LLP 17609 Ventura Blvd., Suite 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com ELETSON HOLDINGS: Court Allows Lenova to Amend Answer ----------------------------------------------------- Judge Lewis J. Liman of the United States District Court for the Southern District of New York granted Levona Holdings, Ltd.'s motion for leave to file an amended answer to the operative petition of Eletson Holdings Inc. and Eletson Corporation to confirm the final arbitration award issued by the Honorable Ariel Belen of the Judicial Arbitration and Mediation Services, Inc. on September 29, 2023, and an amended cross-petition to vacate the award. The parties dispute control over a joint venture, non-party Eletson Gas LLC, which was formed in 2013 under the laws of the Republic of the Marshall Islands. Eletson Gas is a limited liability company that specializes in liquified petroleum gas shipping. Eletson and Levona were parties to a Third Amended and Restated LLC Agreement, effective on August 16, 2019, that governs the relationship among the holders of the membership interests in the Company. Under the LLCA, Holdings was to own the common stock in the Company while Levona was to hold the preferred shares. The LLCA affords holders of Preferred Interests managerial control over the Company. The Company was plagued with financial problems, and by early 2022 five of the Company's ships -- over a third of its fleet -- had been arrested by various creditors for non- payment of the Company's liabilities. Multiple arrested ships were scheduled to be sold at auction to compensate creditors, but before the auction, Eletson and Levona entered into a Binding Offer Letter and related agreements through which Levona provided much-needed cash in the form of a loan to avoid the Company's loss of most of its fleet. As part of those agreements, Levona granted the Company an option to buy out Levona's Preferred Interests in the Company. Several months later, Levona -- purporting to act on behalf of the Company -- signed a non-binding Letter of Intent to sell nine of the Company's 12 remaining vessels to its primary competitor, Unigas. A dispute arose about whether Levona had the authority to do this, which turned in large part on whether Eletson had in fact exercised the option to buy the Preferred Interests. Eletson made a demand for arbitration on July 29, 2022. It claimed that Levona had breached the LLCA by purporting to act on behalf of the Company and by “strip[ping]” the Company of its assets for less than fair market value. Eletson argued that because it had effectuated a buyout of the Preferred Interests, Levona had no power to act on behalf of the Company. A pivotal question in the arbitration was whether Eletson had properly exercised the right granted it in the BOL to purchase Levona's Preferred Interests in the Company. The parties hotly disputed whether the Purchase Option had been timely and properly exercised. The arbitrator ultimately sided with Eletson. Levona's motion is based on four documents that Eletson was compelled to produce in a bankruptcy proceeding in which Holdings is the debtor and Levona is a creditor. The documents were produced on March 18, 2024 subject to a protective order, but Levona was given leave to disclose the documents to this Court only on June 18, 2024. Levona's efforts to obtain these documents began during the arbitration and continued uninterrupted thereafter. Its demands were repeatedly rebuffed by Eletson. Eletson opposes Levona's amendment principally on the grounds that it is time-barred. According to Eletson, neither Federal Rule of Civil Procedure 15 nor equitable tolling are available to extend the three-month time frame for motions to vacate arbitral awards set forth in 9 U.S.C. sec. 12 or allow Levona to amend its motion after the three-month period has expired. Levona argues that the time-limit for filing the amended motion was equitably tolled because it acted with diligence in pursuing its claim of fraud and extraordinary circumstances prevented it from filing earlier. Eletson resists that conclusion on the grounds that (1) equitable tolling is not permissible under the FAA; and (2) Levona has not established a basis for equitable tolling. Levona has the better of the argument. Eletson further argues that the conditions for equitable tolling have not been satisfied. Levona argues that it diligently pursued its rights and was unable to present the evidence of Eletson's fraud to the Court only because Eletson concealed that fraud, failed to produce relevant, responsive documents to Levona or the arbitral tribunal, and then repeatedly imposed roadblocks to Levona's ability to access the documents when they were produced in the Bankruptcy Proceedings. A statute of limitations is equitably tolled only when the party seeking to avoid its effect shows that it has been pursuing its rights diligently and some extraordinary circumstance stood in his way to prevent timely filing. Judge Liman says, "Levona has identified sufficient facts to establish at this stage both an extraordinary circumstance and due diligence." He explains, "Levona argues that Eletson committed fraud during the arbitral proceeding when it withheld critical evidence on the pivotal issue in that proceeding, that its principal lied under oath about the facts to which that evidence related, and that it then constructed extraordinary barriers to prevent Levona from uncovering the evidence of that fraud until after the limitations period for moving to vacate had expired." "Eletson constructed extraordinary obstacles to prevent Levona from uncovering its fraud. Levona time and again asked for the documents that might show that Eletson had withheld material evidence from the arbitrator. And Eletson time and again engaged in efforts to frustrate Levona from obtaining that evidence." Judge Liman adds, "Finally, Levona was reasonably diligent. Diligence and extraordinary circumstances are related in that a plaintiff's pursuit of their claims with reasonable diligence establishes the causal link between the extraordinary circumstances and the late filing." Eletson argues that an amendment is not permissible because Levona is guilty of undue delay and has acted in bad faith, that an amendment would be futile, and that Eletson would be prejudiced by an amendment. Were Rule 15 applicable, the Court would reject each of these arguments. The Court's conclusions with respect to diligence and the materiality of the documents dispose of Eletson's arguments regarding delay and bad faith. Absent a showing of bad faith or undue prejudice, mere delay is insufficient for a court to deny the right to amend, the Court states. The motion also is not futile, the Court finds. Levona has presented evidence that, if credited, would show that Eletson engaged in fraudulent activity that Levona could not have discovered and that went to a pivotal issue in the arbitration, the Court concludes. Levona also asks for discovery on its new claims. The Court will permit discovery on facts relevant to equitable tolling and to whether the award was procured by fraud or undue means. A copy of the Court's decision is available at https://urlcurt.com/u?l=3Ojtyb About Eletson Holdings Eletson Holdings Inc. is a family-owned international shipping company, which touts itself as having a global presence with headquarters in Piraeus, Greece as well as offices in Stamford, Connecticut, and London. At one time, Eletson claimed to own and operate one of the world's largest fleets of medium and long-range product tankers and boasted a fleet consisting of 17 double hull tankers with a combined capacity of 1,366,497 dwt, 5 LPG/NH3 carriers with a combined capacity of 174,730 cbm and 9 LEG carriers with capacity of 108,000 cbm. Eletson Holdings, a Liberian company, is Eletson's ultimate parent company and is the direct parent and owner of 100% of the equity interests in the two other debtors, Eletson Finance (US) LLC, and Agathonissos Finance LLC. Eletson and its two affiliates were subject to involuntary Chapter 7 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 23-10322) filed on March 7, 2023 by creditors Pach Shemen LLC, VR Global Partners, L.P. and Alpine Partners (BVI), L.P. The petitioning creditors are represented by Kyle J. Ortiz, Esq., at Togut, Segal & Segal, LLP. On Sept. 25, 2023, the Chapter 7 cases were converted to Chapter 11 cases. The Honorable John P. Mastando, III is the case judge. Derek J. Baker, Esq., represents the Debtors as bankruptcy counsel. On Oct. 20, 2023, the U.S. Trustee for Region 2 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped Dechert, LLP as its legal counsel. EVOKE PHARMA: Nantahala Capital, 2 Others Hold 10% Equity Stake --------------------------------------------------------------- Nantahala Capital Management, LLC and its principals and managing members, Wilmot B. Harkey and Daniel Mack, disclosed in Schedule 13D Report that as of September 20, 2024, they beneficially owned 84,686 shares of Evoke Pharma, Inc.'s common stock, representing 10% of the shares, based upon 819,272 shares of Common Stock reported outstanding as of August 28, 2024, as reported in Evoke Pharma's Registration Statement on Form S-3 filed with the SEC on August 29, 2024. On or prior to March 27, 2024, the Reporting Persons caused the Nantahala Investors to acquire 56,249 shares of Common Stock and warrants now representing the right to purchase a further 1,414,334 shares of Common Stock. Such warrants, other than certain Pre-Funded Common Stock Purchase Warrants, were amended on March 25, 2024. The Warrants are subject to a contractual prohibition on any exercise if the Reporting Persons or certain related persons would thereupon beneficially own more than 9.99% of the number of shares of Common Stock outstanding. The Reporting Persons caused the Nantahala Investors to make the investments in those shares of Common Stock and Warrants for ordinary investment purposes. Based on considerations regarding Evoke Pharma's capitalization needs, the Report Persons intend to cause the Nantahala Investors to exercise certain of the Warrants to the fullest extent permitted by the Beneficial Ownership Limitation, at a per-share price of $8.16 per share of Common Stock. The Reporting Persons anticipate paying exercise consideration of approximately $232,045 to the Evoke Pharma in connection with the exercise of the Warrants to acquire approximately 28,437 shares, giving effect to the Beneficial Ownership Limitation and based upon 819,272 shares of Common Stock reported outstanding as of August 28, 2024, as reported in the Evoke Pharma's Registration Statement on Form S-3 filed with the Securities and Exchange Commission on August 29, 2024. If the number of shares of Common Stock outstanding increases, whether through issuances upon the exercise by other persons of warrants substantially similar to the Warrants or otherwise, then the Reporting Persons may exercise the Warrants for additional shares, subject to the Beneficial Ownership Limitation. The Reporting Persons further expect to cause the Nantahala Investors to notify the Evoke Pharma that they elect to increase the Beneficial Ownership Limitation to 19.99% of the number of shares of Common Stock outstanding, which increase will not be effective until the 61st day after such notice is delivered to the Evoke Pharma. The Reporting Persons also expect to engage in discussions with Evoke Pharma regarding investments of additional capital in transactions with Evoke Pharma, whether by acquiring shares of Common Stock or otherwise. In connection with such discussions, the Reporting Persons may request certain information monitoring and corporate governance rights, including the right to nominate one or more persons for appointment or election to Evoke Pharma's board of directors. Nantahala, as the investment adviser of the Nantahala Investors, may be deemed to beneficially own 84,686 shares of Common Stock, which includes the 56,249 shares of Common Stock held by the Nantahala Investors and a further 28,437 shares of Common Stock issuable upon exercise of the Warrants after giving effect to the Beneficial Ownership Limitation, or approximately (but less than) 10% of the outstanding shares of Common Stock. Each of Mr. Harkey and Mr. Mack, as principals of Nantahala, may also be deemed to beneficially own the same shares of Common Stock. A full-text copy of Nantahala Capital's SEC Report is available at: https://tinyurl.com/3mebzrj4 About Evoke Pharma Headquartered in Solana Beach, California, Evoke Pharma, Inc. -- http://www.evokepharma.com-- is a specialty pharmaceutical company focused primarily on the development of drugs to treat GI disorders and diseases. The company developed, commercialized, and markets GIMOTI, a nasal spray formulation of metoclopramide, for the relief of symptoms associated with acute and recurrent diabetic gastroparesis in adults. San Diego, California-based BDO USA, P.C., the Company's auditor since 2014, issued a "going concern" qualification in its report dated March 14, 2024, citing that the Company has suffered recurring losses and negative cash flows from operations since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. Evoke Pharma reported a net loss of $7.79 million for the year ended Dec. 31, 2023, compared to a net loss of $8.22 million for the year ended Dec. 31, 2022. As of June 30, 2024, the Company had $12,136,215 in total assets, $9,471,257 in total liabilities, and $2,664,958 in total stockholders' equity. EYENOVIA INC: Falls Short of Nasdaq's Bid Price Requirement ----------------------------------------------------------- Eyenovia, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the staff of The Nasdaq Stock Market LLC providing notification that, for the 30 consecutive business days prior to September 18, 2024, the bid price for the Company's common stock had closed below the minimum $1.00 per share requirement for continued listing on The Nasdaq Capital Market under Nasdaq Listing Rule 5550(a)(2). Nasdaq's notice has no immediate effect on the listing of the Company's common stock on The Nasdaq Capital Market, which continues to trade under the symbol "EYEN". In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until March 17, 2025, to regain compliance with this requirement. To regain compliance, the closing bid price of the Company's common stock must be $1.00 per share or more for a minimum of 10 consecutive business days at any time before March 17, 2025. If the Company does not regain compliance with Rule 5550(a)(2) by March 17, 2025, the Company may be eligible for an additional 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other Nasdaq initial listing standards, except the bid price requirement, and would need to provide written notice to Nasdaq of its intention to cure the deficiency during the second compliance period. If it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities will be subject to delisting. In the event of such notification, the Company may appeal the Staff's determination to delist its securities, but there can be no assurance the Staff would grant the Company's request for continued listing. The Company intends to actively monitor the minimum bid price of its common stock and may, as appropriate, consider available options to regain compliance. About Eyenovia New York, N.Y.-based Eyenovia, Inc. is an ophthalmic technology company commercializing Mydcombi (tropicamide and phenylephrine HCL ophthalmic spray) for inducing mydriasis for routine diagnostic procedures and in conditions where short term pupil dilation is desired, preparing for the commercialization of clobetasol propionate ophthalmic suspension 0.05% ("clobetasol propionate"), for the treatment of post-operative inflammation and pain following ocular surgery, and developing the Optejet delivery system both for use in combination with its own drug-device therapeutic programs and for out-licensing for use in combination with therapeutics for additional indications. The Company's aim is to improve the delivery of topical ophthalmic medication through the ergonomic design of the Optejet which facilitates ease-of-use and delivery of a more physiologically appropriate medication volume, with the goal to reduce side effects and improve tolerability and introduce digital health technology to improve therapy compliance and ultimately medical outcomes. New York, N.Y.-based Marcum LLP, the Company's auditor since 2017, issued a "going concern" qualification in its report dated March 18, 2024, citing that the Company has incurred significant losses and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. For the years ended December 31, 2023 and 2022, Eyenovia incurred net losses of approximately $27.3 million and $28 million, respectively. As of June 30, 2024, Eyenovia had $19 million in total assets, $21.4 million in total liabilities, and $2.4 million in total stockholders' deficit. FAIR OFFER CASH NOW: Hits Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Fair Offer Cash Now Inc. filed Chapter 11 protection in the Middle District of Tennessee. According to court documents, the Debtor reports $4,783,400 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 16, 2024 at 1:00 p.m. in Room Telephonically on telephone conference line: 866-718-3566. participant access code: 8613356#. About Fair Offer Cash Now Inc. Fair Offer Cash Now Inc. owns 27 properties all located in Alabama, Kentucky, Missouri, Tennessee, Georgia and Mississippi having a total current value of $4.94 million. Fair Offer Cash Now Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Tenn. Case No. 24-03495) on September 11, 2024. In the petition filed by Bradley Smotherman, as president, the Debtor reports total assets of $4,942,400 and total liabilities of $4,783,400. Honorable Bankruptcy Judge Charles M. Walker handles the case. The Debtor is represented by: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ 908 Harpeth Valley Place Nashville, TN 37221 Tel: 615-256-8300 Fax: 615-255-4516 Email: jlefkovitz@lefkovitz.com FAIR OFFER: Hires Lefkovitz & Lefkovitz PLLC as Counsel ------------------------------------------------------- Fair Offer Cash Now, Inc. seeks approval from the U.S. Bankruptcy Court for the Middle District of Tennesse to employ Lefkovitz & Lefkovitz, PLLC as its bankruptcy counsel. The firm's services include: a. advising the Debtor(s) as to her rights, duties, and powers as Debtor(s)-in Possession; b. preparing and filing statements and schedules, plans, and other documents and pleadings necessary to be filed by the Debtor(s) in this proceeding; c. representing the Debtor(s) at all hearings, meetings of creditors, conferences, trials; and d. performing such other legal services as may be necessary in connection with this case. The firm has received a total of $20,000 as a retainer. The firm will be paid based upon its normal and usual hourly billing rates. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Lefkovitz & Lefkovitz is a "disinterested person" as defined in Bankruptcy Code Secs 101(14) and 327, according to court filings. The firm can be reached through: Jay R. Lefkovitz, Esq. LEFKOVITZ & LEFKOVITZ, PLLC 908 Harpeth Valley Place Nashville, TN 37221 Tel: (615) 256-8300 Fax: (615) 255-4516 Email: jlefkovitz@lefkovitz.com About Fair Offer Cash Now, Inc. The Debtor owns 27 properties all located in Alabama, Kentucky, Missouri, Tennessee, Georgia and Mississippi having a total current value of $4.94 million. Fair Offer Cash Now, Inc. in Murfreesboro, TN, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. M.D. Tenn. Case No. 24-03495) on Sept. 11, 2024, listing $4,942,400 in assets and $4,783,400 in liabilities. Bradley Smotherman as president, signed the petition. Judge Charles M Walker oversees the case. LEFKOVITZ & LEFKOVITZ serve as the Debtor's legal counsel. FAIRFIELD SENTRY: UBS AG Must Face Adversary Case in SDNY --------------------------------------------------------- In the case captioned as FAIRFIELD SENTRY LTD. (In Liquidation), et al., Plaintiffs v., ABN AMRO SCHWEIZ AG a/k/a AMRO (SWITZERLAND) AG, et al., Defendants, Adv. Pro. No. 10-03636 (JPM) (Bankr. S.D.N.Y.), the Honorable John P. Mastando III of the United States Bankruptcy Court for the Southern District of New York denied UBS AG's motion to dismiss the Fifth Amended Complaint filed by the Liquidators for lack of personal jurisdiction. UBS AG is an Aktiengesellschaft "organized under Swiss company law, with registered offices in Zurich and Basel, Switzerland." UBS AG maintained branches in the United States, but its principal place of business is in Switzerland. The Amended Complaint identifies UBS AG New York and UBS AG Zurich as two separate entities. This adversary proceeding was filed on September 21, 2010. Kenneth M. Krys and Greig Mitchell -- in their capacities as the duly appointed Liquidators and Foreign Representatives of Fairfield Sentry Limited (In Liquidation), Fairfield Sigma Limited (In Liquidation), and Fairfield Lambda Limited (In Liquidation) -- filed the Amended Complaint on August 12, 2021. Via the Amended Complaint, the Liquidators seek the imposition of a constructive trust and recovery of over $1.7 billion in redemption payments made by Sentry, Sigma, and Lambda to various entities known as the Citco Subscribers. Of that amount, Defendant allegedly received over $4 million through redemption payments from its investment in Sentry. This legal action arises out of the decades-long effort to recover assets of the Bernard L. Madoff Investment Securities LLC Ponzi scheme. The Citco Subscribers allegedly invested, either for their own account or for the account of others, into several funds -- including Sentry, Sigma, and Lambda -- that channeled investments into BLMIS. Fairfield Sentry was a direct feeder fund in that it was established for the purpose of bringing investors into BLMIS, thereby allowing Madoff's scheme to continue. The Amended Complaint alleges the Citco Subscribers, including the purported agents of UBS AG, "had knowledge of the Madoff fraud, and therefore knowledge that the Net Asset Value was inflated" when the redemption payments were made. The Amended Complaint further asserts that, while receiving redemption payments, the Citco Subscribers "uncovered multiple additional indicia that Madoff was engaged in some form of fraud" but "turned a blind eye, [and] accept[ed] millions of dollars while willfully ignoring or, at the very least, recklessly disregarding the truth in clear violation of the law of the British Virgin Islands . . . ." These indicia included verification that there was no "independent confirmation that BLMIS-held assets even existed," Madoff's failure to segregate duties, and BLMIS's "employing an implausibly small auditing firm" rather than a reliable auditor. In the face of red flags such as these, the Citco Subscribers and other Citco entities purportedly "quietly reduced [their] own exposure to BLMIS through the Funds, and significantly increase[ed] [their] Custodian fees to offset the risk." Defendant has moved to dismiss the Amended Complaint for lack of personal jurisdiction, arguing that the Amended Complaint has not sufficiently alleged minimum contacts with the forum to establish personal jurisdiction over Defendant and that exercising personal jurisdiction would be unreasonable. The Liquidators assert that UBS AG "intentionally invested in BLMIS feeder fund Sentry, while knowing through its agent, that Sentry was designed to subsequently invest that money in New York-based BLMIS. UBS is subject to the Court's jurisdiction with respect to its Sentry redemptions as a result of that conduct." UBS AG states that, while the subscription agreements contain forum selection clauses specifying New York for claims relating to subscriptions, there is no similar clause subjecting any party to jurisdiction in New York for claims relating to redemptions. The Defendant argues that the "absence of such clauses relating to redemptions shows the parties intent not to subject themselves to jurisdiction in New York for purposes other than subscriptions." Judge Mastando says, "The Liquidators here rely on the subscription agreements and private placement memoranda not to show consent, but to show that when Defendant invested in Sentry it did so knowing that it would avail itself of the benefits and protections of New York. The absence of any similar clauses in redemption documents does not invalidate the import of the forum selection clauses for these purposes. The subscription agreements, signed by the Citco Subscriber as an agent of UBS AG, in this way, support the Plaintiffs' showing of contacts with the forum." The Liquidators have demonstrated facts supporting continuous and systemic contacts with the forum, the Court finds. Defendant argues that the Plaintiffs' allegations amount to "mere knowledge that Sentry would invest money it raised in the BVI with BLMIS in New York," which it states is "insufficient as a matter of law to support jurisdiction" under Walden v. Fiore, 571 U.S. 277 (2014). The Court points out the Plaintiffs' allegations and supporting evidence of intentional investments into BLMIS in New York and selection and use of U.S.-based correspondent accounts demonstrate that UBS AG took affirmative actions on its own apart from the conduct of the Plaintiffs. The Liquidators have shown that the Defendant knew and intended that, by investing in the Funds, Defendant's money would enter into U.S.-based BLMIS, the Court states. Judge Mastando concludes, "The Court finds that Defendant's selection and use of U.S. correspondent accounts and due diligence concerning investments with BLMIS in New York support the Court's exercise of jurisdiction over the claims for receiving redemption payments from the Fairfield Funds with the knowledge that the NAV was wrong. The contacts are not random, isolated, or fortuitous. The contacts demonstrate UBS AG's purposeful activities aimed at New York in order to effectuate transfers from Sentry. The Plaintiffs have thus provided allegations that sufficiently support a prima facie showing of jurisdiction over the Defendant." A copy of the Court's decision dated August 30, 2024, is available at https://urlcurt.com/u?l=JpSvFA About Fairfield Sentry Fairfield Sentry Limited is being liquidated under the supervision of the Commercial Division of the High Court of Justice in the British Virgin Islands. It is one of the funds owned by the Fairfield Greenwich Group, an investment firm founded in 1983 in New York. Fairfield Sentry and other Greenwich funds had among the largest exposures to the Bernard L. Madoff fraud. Fairfield Sentry became the subject of a BVI liquidation, and a BVI court appointed Kenneth M. Krys and Greig Mitchell as Liquidators and Foreign Representatives of Fairfield Sentry and Fairfield Sigma under BVI law. The Liquidators then sought recognition of the BVI liquidation as a foreign main proceeding by filing petitions under Chapter 15 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 10-13164) on June 14, 2010 in the Southern District of New York. The Bankruptcy Court entered an order granting recognition of the Fairfield Sentry case on July 22, 2010, enabling the Liquidators to use the U.S. Bankruptcy Court to protect and administer Fairfield Sentry's assets in the U.S. FARELL'S ON ROUND TOP: Seeks Bankruptcy Protection in New York -------------------------------------------------------------- Farrell's on Round Top LLC filed Chapter 11 protection in the Southern District of New York. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states that funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 9, 2024 at 12:30 p.m. at Office of UST (TELECONFERENCE ONLY). About Farrell's on Round Top Farrell's on Round Top LLC owns a mixed use commercial property (105 acres, hotel, bar/restauarnt (dormant) located at Mountain Avenue, Purling NY 12470 having a current value $3 million. Farrell's on Round Top LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-35906) on September 9, 2024. In the petition filed by Garrett P. Doyle, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Richard S. Feinsilver, Esq. RICHARD S. FEINSILVER, ESQ. One Old Country Road, Suite 347 Carle Place, NY 11514 Tel: 516-873-6330 E-mail: feinlawny@yahoo.com FIRST QUALITY: TD Bank Seeks to Enforce Cash Collateral Order ------------------------------------------------------------- TD Bank, N.A., a secured creditor, filed a motion with the U.S. Bankruptcy Court for the Southern District of Florida, seeking enforcement of the court's final order authorizing use of its cash collateral by First Quality Laboratory Inc. The final cash collateral order issued by the court on June 17 mandated that First Quality implement certain measures to safeguard TD Bank's interests. Among these measures was a requirement for the company to make monthly payments of $2,000 to TD Bank. However, TD Bank has not received the payment that was due on September 1. TD Bank's counsel contacted the company's counsel to discuss the delay in payment but did not receive any response to their inquiries. Consequently, TD Bank felt compelled to file the motion to enforce the company's obligations under the final cash collateral order. TD Bank specifically requests that the court compel the company to immediately make the overdue adequate protection payment for September 1. Additionally, the bank seeks any other relief the court may consider just and appropriate under the circumstances. About First Quality Laboratory First Quality Laboratory, Inc., owns and operates a medical laboratory in Hollywood, Fla. First Quality Laboratory filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Fla. Case No. 23-19831) on Nov. 29, 2023, with $1 million to $10 million in both assets and liabilities. Luz F. Garcia, vice president, signed the petition. Judge Peter D. Russin oversees the case. The Debtor is represented by Gary M. Murphree, Esq., at Am Law, LLC. FTX TRADING: Reaches Securities Deal With Five State Agencies ------------------------------------------------------------- Ben Zigterman of Law360 Bankruptcy Authority reports that defunct cryptocurrency exchange FTX has reached a settlement with agencies in five states that had asserted about $1.8 billion in claims against the debtor. About FTX Trading Ltd. FTX is the world's second-largest cryptocurrency firm. FTX is a cryptocurrency exchange built by traders, for traders. FTX offers innovative products including industry-first derivatives, options, volatility products and leveraged tokens. Then CEO and co-founder Sam Bankman-Fried said Nov. 10, 2022, that FTX paused customer withdrawals after it was hit with roughly $5 billion worth of withdrawal requests. Faced with liquidity issues, FTX on Nov. 9 struck a deal to sell itself to its giant rival Binance, but Binance walked away from the deal amid reports on FTX regarding mishandled customer funds and alleged US agency investigations. At 4:30 a.m. on Nov. 11, Bankman-Fried ultimately agreed to step aside, and restructuring vet John J. Ray III was quickly named new CEO. FTX Trading Ltd (d/b/a FTX.com), West Realm Shires Services Inc. (d/b/a FTX US), Alameda Research Ltd. and certain affiliated companies then commenced Chapter 11 proceedings (Bankr. D. Del. Lead Case No. 22-11068) on an emergency basis on Nov. 11, 2022. Additional entities sought Chapter 11 protection on Nov. 14, 2022. FTX Trading and its affiliates each listed $10 billion to $50 million in assets and liabilities, making FTX the biggest bankruptcy filer in the US this year. According to Reuters, SBF shared a document with investors on Nov. 10 showing FTX had $13.86 billion in liabilities and $14.6 billion in assets. However, only $900 million of those assets were liquid, leading to the cash crunch that ended with the company filing for bankruptcy. The Hon. John T. Dorsey is the case judge. The Debtors tapped Sullivan & Cromwell, LLP as bankruptcy counsel; Landis Rath & Cobb, LLP as local counsel; and Alvarez & Marsal North America, LLC as financial advisor. Kroll is the claims agent, maintaining the page https://cases.ra.kroll.com/FTX/Home-Index The official committee of unsecured creditors tapped Paul Hastings as bankruptcy counsel; Young Conaway Stargatt & Taylor, LLP as Delaware and conflicts counsel; FTI Consulting, Inc. as financial advisor; and Jefferies, LLC as investment banker. Montgomery McCracken Walker & Rhoads LLP, led by partners Gregory T. Donilon, Edward L. Schnitzer, and David M. Banker, is representing Sam Bankman-Fried in the Chapter 11 cases. White-collar crime specialist Mark S. Cohen has reportedly been hired to represent SBF in litigation. Lawyers at Paul Weiss previously represented SBF but later renounced representing the entrepreneur due to a conflict of interest. GFL SOLID: Moody's Rates New $210MM 2024A Revenue Bonds 'B3' ------------------------------------------------------------ Moody's Ratings has assigned a B3 backed senior unsecured rating to GFL Solid Waste Southeast LLC's funding obligation and proposed $210 million Solid Waste Disposal Revenue Bonds Series 2024A issued by the Florida Development Finance Corporation which is fully guaranteed by GFL Environmental Inc. (GFL). At the same time Moody's affirmed GFL's B1 corporate family rating, B1-PD probability of default rating and B3 senior unsecured notes issued by GFL and Wrangler Holdco Corp., a 100% owned US domiciled subsidiary of GFL. GFL's senior secured notes and bank credit facility ratings were upgraded to Ba2 from Ba3. The Speculative Grade Liquidity Rating also changed to SGL-3 (adequate) from SGL-2 (good). The outlook has remained positive for GFL and Wrangler Holdco Corp., and was assigned positive for GFL Solid Waste Southeast LLC. The revenue bond will be issued by Florida Development Finance Corporation and the proceeds from the issuance will be loaned to GFL Solid Waste Southeast LLC, an indirect subsidiary of GFL, to primarily finance the costs of acquiring, constructing, and equipping of certain solid waste disposal facilities located throughout the State of Florida. These revenue bonds are obligations of GFL and guaranteed by GFL and certain of its operating subsidiaries on a senior unsecured basis, as required by the terms of a loan agreement between the Florida Development Finance Corporation and GFL Solid Waste Southeast LLC. The upgrade of the senior secured debt instruments (term loan and senior secured notes) to Ba2 from Ba3, two notches above the CFR, reflects the increased proportion of unsecured debt in the liability waterfall, which increases the loss absorption capacity provided by the senior unsecured debt. RATINGS RATIONALE GFL's B1 CFR is constrained by: 1) its history of aggressive debt financed acquisition growth which has led to financial leverage (adjusted debt/EBITDA) remaining between 5x and 5.5x since its IPO in March 2020; 2) the short time frame between acquisitions which increases the potential for integration risks; and 3) GFL's majority ownership by private equity firms, which may hinder deleveraging. The rating benefits from: 1) the company's growing and diversified business model; 2) high recurring revenue supported by long term contracts; 3) its good market position in the stable Canadian and US nonhazardous waste industry; and 4) growing EBITDA margins that benefits from acquisition cost synergies and its vertically integrated business model. The change of GFL's SGL to adequate (SGL-3) from good (SGL-2) reflects the $750 million debt maturity due in August 2025. The sources total around C$1.1 billion compared to around C$1 billion of mandatory debt payments over the next 12 months. As of June 30, 2024, GFL had cash of around C$134 million, around C$640 million (post revenue bond issuance) available under its C$1.3 billion revolving credit facilities (expiring September 2026) and Moody's expectation of around C$300 million of free cash flow through September 2025. GFL's revolver is subject to a net leverage and an interest coverage covenant, which Moody's expect will have sufficient buffer over the next four quarters. While the revolver, term loan B and secured notes are secured by all assets of GFL, the company can still sell assets for additional liquidity. The positive outlook reflects Moody's expectation that GFL will operate within their stated capital allocation policy and lower financial leverage such that adjusted debt/EBITDA will trend towards 4.5x over the next year. The positive outlook also incorporates Moody's expectation of favorable pricing that will temper volume pressures and growing free cash flow over the next 12 to 18 months. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if GFL continues to deliver solid operating performance and demonstrates a commitment to maintain a more conservative and predictable financial policy, such that adjusted Debt/EBITDA is sustained below 4.5x and FFO plus interest expense /interest expense increases to around 4x. Moody's would also expect GFL to maintain a strong free cash flow position and a good liquidity profile. The ratings could be downgraded if liquidity weakens, possibly caused by negative free cash flow, if there is a material and sustained decline in operating margin due to challenges integrating acquisitions or if adjusted debt/EBITDA is sustained above 5.5x. The principal methodology used in these ratings was Environmental Services and Waste Management published in August 2024. GFL Environmental Inc., headquartered in Toronto, provides solid waste and liquid waste collection, treatment and disposal solutions and soil remediation services to municipal, industrial and commercial customers in Canada and the US. GLEMAUD MANAGEMENT: U.S. Bank Seeks to Prohibit Access to Cash -------------------------------------------------------------- U.S. Bank National Association, as Trustee for BNC Mortgage Loan Trust 2007-1, asked the U.S. Bankruptcy Court for the Southern District of New York to prohibit Glemaud Management Company, LLC from using its cash collateral. The bank's cash collateral consists of rental income derived from the company's real property at 1233 Boynton Avenue, Bronx, N.Y. Jenelle Arnold, Esq., attorney for U.S. Bank, criticized the use of cash collateral by the company without approval from U.S. Bank or the bankruptcy court, and without "adequate protection" payments from the company. "Creditor is being harmed by [Glemaud's] use of cash collateral as the subject loan remains in default while creditor maintains the property," the attorney said in court papers. To safeguard its interests, U.S. Bank asked for adequate protection payments equal to the current monthly payment of $5,725.39, and a post-petition replacement lien. About Glemaud Management Glemaud Management Company, LLC is primarily engaged in renting and leasing real estate properties. The Debtor owns four properties in Bronx, N.Y., with a total current value of $2.96 million based on its estimate. Glemaud filed Chapter 11 petition (Bankr. S.D.N.Y. Case No. 24-10417) on March 31, 2024, with $3,023,960 in assets and $3,243,044 in liabilities. The petition was signed by Judemyr Glemaud as managing member. Judge Martin Glenn presides over the case. H Bruce Bronson, Esq., at Bronson Law Offices, PC represents the Debtor as counsel. GLENSIDE PIZZA: Hires Konstantinos Tzitzifas CPA as Accountant -------------------------------------------------------------- Glenside Pizza, Inc. seeks approval from the U.S. Bankruptcy Court for the District of Pennsylvania to employ Konstantinos Tzitzifas, CPA as accountant. Mr. Tzitzifas will assist the Debtor in preparing monthly operating reports, income tax returns, and any other accounting needs that might arise. Mr. Tzitzifas will be paid at the rate of $195 per hour, and will also be reimbursed for reasonable out-of-pocket expenses incurred. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Glenside Pizza, Inc. Glenside Pizza, Inc. owns and operates a pizza restaurant in Glenside, Pa. Glenside Pizza filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. E.D. Pa. Case No. 24-13096) on September 3, 2024, listing $121,500 in assets and $1,512,137 in liabilities. The petition was signed by Vasilios Zonios as owner and president. Judge Ashely M Chan presides over the case. Ellen M. McDowell, Esq., at McDowell Law, PC represents the Debtor as bankruptcy counsel. HAZEL TECHNOLOGIES: Unsecureds Will Get 0% to 100% of Claims ------------------------------------------------------------ Hazel Technologies, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a Small Business Plan of Reorganization under Subchapter V dated August 22, 2024. Hazel is focused on developing solutions to reduce waste across all stages of the produce transit process. Hazel sells products that extend the shelf life of fresh fruits, vegetables, and flowers (the fruits, vegetables, and flowers treated by the respective product lines, the "Subject Commodities"). The additional shelf life that Hazel's products provide permits the growers, packers, shippers, and retailers of the Subject Commodities to improve their quality and operating margins. Prior to the Petition Date, Hazel primarily sold two product lines: Hazel 100(TM) ("Hazel 100") and Hazel Breatheway(R) ("Breatheway"). During the prepetition period, Hazel undertook several steps to further its Breatheway goforward strategy, including reducing the number of employees from 53 to 27, vacating its Chicago headquarters, and moving its essential operations to its Fresno, California, office, and securing postpetition debtor-in-possession financing. Hazel then elected to file a voluntary petition under subchapter V of chapter 11 of the Bankruptcy Code to implement the automatic stay and provide the Debtor with the necessary breathing room to successfully complete its restructuring. The Debtor has taken several steps in the Chapter 11 Case to implement the restructuring transactions proposed under this Plan. Upon commencing the Chapter 11 Case, the Debtor sought a number of orders from the Bankruptcy Court to ensure a smooth transition of its operations into Chapter 11 and facilitate the administration of the Chapter 11 Case. Under the Plan, Hazel Technologies will devote all of its Disposable Income toward the payment of Creditors over a period up to five years, in accordance with section 1191 of the Bankruptcy Code. The Plan provides for full payment of Administrative Expenses, Priority Tax Claims, and Priority Unsecured Claims, and projects, but does not guarantee, full payment to General Unsecured Claims in Distributions over time. The Plan will be funded by: (i) Cash on hand on the Effective Date; (ii) the DIP Lenders' conversion of the entire DIP Credit Facility plus accrued interest into newly authorized class of Series AA Preferred Participating Stock ("New Preferred Shares") in the Reorganized Debtor; (iii) the issuance (the "New Preferred Shares Infusion") of up to an additional $7,000,000.00, but no less than $5,000,000.00 of New Preferred Shares in the Reorganized Debtor to be purchased by the DIP Lenders at the "Original Purchase Price," which Original Purchase Price will be based upon a fully diluted pre-money valuation of $1,000,000.00, including an unissued and unallocated employee stock incentive plan pool representing 7.5% of the fully-diluted post-money capitalization; and (iv) the Disposable Income generated by the Reorganized Debtor over the proposed Payment Period. Holders of common Equity Interests in the Debtor as of the Record Date, including the DIP Lenders, will retain their common stock (after accounting for a reverse split at 1:100) in the Reorganized Debtor. Holders of preferred Equity Interests in the Debtor as of the Record Date will have their preferred Equity Interests converted into newly issued common stock of the Reorganized Debtor, in the ratios set forth in the Debtor's certificate of incorporation, which shares then will be reverse split at 1:100. Holders of common or preferred Equity Interests in the Debtor as of the Record Date, excluding the DIP Lenders (the "Existing Investors"), may participate in the New Preferred Shares Infusion for up to $2,000,000.00 in New Preferred Shares on a pro rata basis at the Original Purchase Price. If the Reorganized Debtor has not raised $2,000,000.00 from the Existing Investors, the Reorganized Debtor may, but shall not be required to, sell the unsubscribed portion of such New Preferred Shares to new investors mutually acceptable to the Reorganized Debtor and the DIP Lenders within 120 days of the Effective Date. Class 3 consists of General Unsecured Claims. Paid in Disposable Income as defined in section 1191(d) of the Bankruptcy Code in yearly distributions on the Distribution Date over the Payment Period, provided, however that in the event the Reorganized Debtor is liquidated or dissolved prior to the conclusion of the Payment Period, the Reorganized Debtor shall pay the balance owed to the Holders of Allowed Unsecured Claims prior to making any Distributions to the Holders of Equity Interests in the Reorganized Debtor. The Debtor may elect in its sole discretion to pay the balance owed to Allowed Unsecured Claims without penalty or premium prior to the conclusion of the Payment Period. The Debtor projects that the Holders of General Unsecured Claims will be paid in full over the Payment Period, but that result is not guaranteed, therefore, the range of recovery for Holders of General Unsecured Claims ranges from 0% to 100%. The allowed unsecured claims total $5,600,000.00. This Class is impaired. Class 4 consists of Equity Interest Holders. On the Effective Date the Holders of existing common Equity Interests will retain their common stock in the Reorganized Debtor; provided, however, that such common stock will be reverse split at a 1:100 ratio. Holders of existing preferred Equity Interests will have their preferred Equity Interests converted, in the ratios set forth in the Debtor's certificate of incorporation, into newly-issued common stock of the Reorganized Debtor (which shares of common stock in the Reorganized Debtor will be reverse split at a 1:100 ratio). In addition, on the Effective Date, and following the conversion of the DIP Credit Facility to the New Preferred Shares and the DIP Lenders purchase of $5,000,000.00 of the New Preferred Shares at the Original Purchase Price, Existing Investors shall be entitled to purchase, on a pro rata basis, up to $2,000,000.00 of the New Preferred Shares at the Original Purchase Price. Equity Interests will be subject to the organizational documents and any Shareholder Agreements of the Reorganized Debtor, which will be filed as part of the Plan Supplement. The Plan will be funded by Cash on hand on the Effective Date and the projected Disposable Income earned from the operations of the Reorganized Debtor following the New Preferred Shares Infusion. For the avoidance of doubt, the New Preferred Shares Infusion is not a source of consideration for distributions to be made pursuant to this Plan either as Cash on hand or Disposable Income. A full-text copy of the Plan of Reorganization dated August 22, 2024 is available at https://urlcurt.com/u?l=vmQO6q from PacerMonitor.com at no charge. Counsel to the Debtor: Michael W. Yurkewicz, Esq. Domenic E. Pacitti, Esq. Klehr Harrison Harvey Branzburg LLP 919 North Market Street, Suite 1000 Wilmington, DE 19801 Tel: (302) 426-1189 Fax: (302) 426-9193 Email: myurkewicz@klehr.com Email: dpacitti@klehr.com -and- Morton R. Branzburg, Esq. 1835 Market Street, Suite 1400 Philadelphia, Pennsylvania 19103 Telephone: (215) 569-3007 Facsimile: (215) 568-6603 Email: mbranzburg@klehr.com Catherine Steege, Esq. Jenner & Block LLP 353 N. Clark Street Chicago, IL 60654 Tel: (312) 222-9350 About Hazel Technologies Hazel Technologies, Inc., is in the business of agriculture technology product development. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-11142) on June 3, 2024, with $1 million to $10 million in assets and liabilities. Parker R. Booth, chief executive officer, signed the petition. Judge J. Kate Stickles presides over the case. The Debtor tapped Mark W. Yurkewicz, Esq., at KLEHR HARRISON HARVEY BRANZBURG LLP as counsel; Stretto as claims and noticing agent; and Rock Creek Advisors, LLC as consultant. HNO INTERNATIONAL: Posts $496,621 Net Loss in Fiscal Q3 ------------------------------------------------------- HNO International, Inc. filed with the U.S. Securities and Exchange Commission its Quarterly Report on Form 10-Q reporting a net loss of $496,621 on $4,241 of revenues for the three months ended July 31, 2024, compared to a net loss of $459,806 with no revenues for the three months ended July 31, 2023. For the nine months ended July 31, 2024, the Company reported a net loss of $1,584,438 on $4,241 of revenues, compared to a net loss of $962,028 on $13,000 of revenues for the same period in 2023. On July 31, 2024, the Company had an accumulated deficit of $43,194,383. HNO said, "We have not been able to generate sufficient cash from operating activities to fund our ongoing operations. We will be required to raise additional funds through public or private financing, additional collaborative relationships, or other arrangements until we are able to raise revenues to a point of positive cash flow. We are evaluating various options to further reduce our cash requirements to operate at a reduced rate, as well as options to raise additional funds, including obtaining loans and selling common stock. There is no guarantee that we will be able to generate enough revenue and/or raise capital to support operations." As of July 31, 2024, the Company had $1,414,495 in total assets, $2,399,206 in total liabilities, and $984,711 in total stockholders' deficit. A full-text copy of the Company's Form 10-Q is available at: https://tinyurl.com/t5466ape About HNO International Headquartered in Murrieta, California, HNO International, Inc., a Nevada corporation, focuses on systems engineering design, integration, and product development to generate green hydrogen-based clean energy solutions to help businesses and communities decarbonize in the near term. Lakewood, CO-based BF Borgers CPA PC, the Company's former auditor, issued a "going concern" qualification in its report dated Jan. 29, 2024, citing that the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. On May 7, 2024, it dismissed BF Borgers CPA, PC as its independent accountant to audit the Company's financial statements, after the firm and its owner, Benjamin F. Borgers, were charged by the Securities and Exchange Commission with deliberate and systemic failures to comply with Public Company Accounting Oversight Board (PCAOB) standards in its audits and reviews incorporated in more than 1,500 SEC filings from January 2021 through June 2023; falsely representing to their clients that the firm's work would comply with PCAOB standards; fabricating audit documentation to make it appear that the firm's work did comply with PCAOB standards; and falsely stating in audit reports included in more than 500 public company SEC filings that the firm's audits complied with PCAOB standards. Borgers agreed to pay a $14 million civil penalty and agreed to permanent suspensions from appearing and practicing before the Commission as accountants, effective immediately. On the same date, the Company's Board of Directors approved the engagement of Barton CPA, an independent registered public accounting firm, as the Company's new independent accountant to audit the Company's financial statements and to perform reviews of interim financial statements. HO WAN KWOK: Owns Daughter's Boyfriend's Motorcycles, Court Says ---------------------------------------------------------------- Judge Julie A. Manning of the United States Bankruptcy Court for the District of Connecticut granted the motion for judgment on the pleadings filed by Luc A. Despins, in his capacity as the Chapter 11 trustee for the bankruptcy estate of Ho Wan Kwok, against the defendant, Defeng Cao. Mr. Cao is deeply intertwined with the Individual Debtor's affairs, both personally and through his purported employment. Mr. Cao is the boyfriend of the Individual Debtor's daughter, Mei Guo. He has lived with the Individual Debtor and his family. Mr. Cao vacations with the Individual Debtor's family. According to an affidavit Mr. Cao submitted in September 2017 in the New York Supreme Court, Mr. Cao was at that time employed by the Individual Debtor. The motion seeks judgment on the pleadings with respect to the first and second claims of the complaint which includes a total of five claims. The First Claim alleges the Individual Debtor is the beneficial owner of four motorcycles legally owned by Mr. Cao. On this basis, the First Claim seeks, pursuant to sections 541, 542, and 544 of the Bankruptcy Code, declaratory judgment that the Motorcycles are property of the Estate and an order requiring the Motorcycles be turned over to the Estate via delivery to the Trustee. The Second Claim, pled in the alternative to the First Claim, alleges the transfer of the Motorcycles from the Individual Debtor to Mr. Cao was an unauthorized post-petition transfer. On this basis, pursuant to sections 549 and 550 of the Bankruptcy Code, the Second Claim seeks an order avoiding the transfer of the Motorcycles and requiring the surrender of the Motorcycles or their value to the Trustee. The Trustee argues Mr. Cao admits or does not deny several allegations against him. Where Mr. Cao instead denies allegations, the Trustee argues those denials should be disregarded by the Court because they are controverted by more specific allegations, documentary evidence, and his own sworn testimony. The Trustee contends Mr. Cao has effectively admitted he did not purchase, use, possess, insure, or control the Motorcycles. Moreover, the Trustee asserts, Mr. Cao has admitted that persons involved with the Individual Debtor effected the transfer of the Motorcycles to Mr. Cao and the Individual Debtor is the only person who resided at the Taconic and Mahwah Mansions and has used the Motorcycles. Mr. Cao argues the Trustee has failed to establish the Individual Debtor's ownership of the Motorcycles, instead focusing on Mr. Cao's alleged lack of true ownership. The Court agrees with the Trustee. Taken together, the allegations Mr. Cao admits, fails to deny, and that are supported by his testimony despite his denial support the conclusion that Mr. Cao is merely the nominal owner of the Motorcycles and the Individual Debtor beneficially owns and controls the Motorcycles, the Court concludes. Therefore, upon the undisputed allegations, the Court determines the Trustee is entitled to judgment as a matter of law that the Individual Debtor is the beneficial owner of the Motorcycles and, hence, the Motorcycles are property of the Estate that must be delivered to the Trustee. The Trustee argues that the same undisputed allegations that establish the Individual Debtor's beneficial ownership of the Motorcycles demonstrate that the Individual Debtor beneficially owned the Motorcycles through the October 2022 transfer of title to Mr. Cao. Therefore, the Trustee asserts, even assuming -- contrary to the allegations of the First Claim -- the October 2022 transfer was more than nominal, he can avoid the October 2022 transfer because it occurred post-petition and was not authorized by the Court. In response, Mr. Cao argues the Trustee has failed to establish that the Individual Debtor was the owner of the Motorcycles prior to the transfer in October 2022. The Court agrees with the Trustee. Judge Manning says, "First, the undisputed allegations establish that the Motorcycles were in the possession of the Individual Debtor's family prior to the October 2022 transfer, but that Mr. Cao has no claim to legal or beneficial ownership of the Motorcycles prior to the October 2022 transfer. Second, unclouded by any competing claim of ownership prior to the October 2022 transfer, the undisputed allegations establish that, for the reasons set forth in the discussion of the First Claim, the Individual Debtor beneficially owned the Motorcycles prior to October 2022. Third, it is undisputed that the October 2022 transfer occurred after the Individual Debtor's voluntary Chapter 11 petition. Fourth and finally, the Court may take judicial notice of the record of these jointly administered Chapter 11 cases and related adversary proceedings to establish the fact that this Court has not authorized the transfer of the Motorcycles." Mr. Cao's asserted defenses do not preclude judgment on the pleadings. The Court issued an Order as follows: -- Pursuant to 11 U.S.C. Secs. 541, 542, and 544, the Motorcycles are property of the Estate and, on or before September 23, 2024, Mr. Cao shall turn the Motorcycles over to the Estate via delivery of the same to the Trustee, including without limitation, by signing over legal ownership. -- Pursuant to 11 U.S.C. Secs. 541, 549 and 550, insofar as the Motorcycles were transferred to Mr. Cao on or about October 6, 2022, such transfer was an avoidable unauthorized post-petition transfer of property of the Estate and, on or before September 23, 2024, Mr. Cao as initial transferee shall turn the Motorcycles over to the Estate via delivery of the same to the Trustee, including without limitation, by signing over legal ownership, or turn the value of the Motorcycles over to the Estate via delivery of the same to the Trustee. The Trustee is authorized to take all actions necessary or appropriate to effectuate this Order. A copy of the Court's decision is available at https://urlcurt.com/u?l=TGM2sM About Ho Wan Kwok Ho Wan Kwok sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Conn. Case No. 22-50073) on Feb. 15, 2022. Judge Julie A. Manning oversees the case. Dylan Kletter, Esq., is the Debtor's legal counsel. Ho Wan Kwok aka Guo Wengui is an exiled Chinese businessman. According to Reuters, Guo was a former real estate magnate who fled China for the U.S. in 2014 ahead of corruption charges. Guo filed for bankruptcy after a New York court ordered him to pay lender Pacific Alliance Asia Opportunity Fund $254 million stemming from a contract dispute. PAX had initially loaned two of Guo's companies $100 million in 2008 for a construction project in Beijing and sued Guo when he failed to pay off the loan. An Official Committee of Unsecured Creditors has been appointed in the case and is represented by Pullman & Comley, LLC. Luc A. Despins was appointed Chapter 11 Trustee in the case. HOMESPUN LLC: Hires Houlihan Lawrence as Real Estate Broker ----------------------------------------------------------- Homespun, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Houlihan Lawrence as real estate broker. The firm will market and sell the Debtor's miscellaneous equipment, inventory, and leasehold interests located at 232 Main Street, Beacon, New York; and at Dia:Beacon, 3 Beekman Street, Beacon, New York. The firm will be paid a commission of 5 percent of the sales price. As disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jo-Ann Campagiorni Houlihan Lawrence 1989 Route 52 East Fishkill, NY 12533 Tel: (845) 227-4400 About Homespun, LLC Homespun, LL, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 24-35813) on August 15, 2024. The Debtor hires Genova, Malin & Trier, LLP as counsel. HOMESPUN LLC: Hires Sword Law LLC as Special Counsel ---------------------------------------------------- Homespun, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Sword Law LLC as special counsel. The firm will advise the Debtor regarding its rights regarding the transactional elements of the sale of its assets, including the negotiation of the Asset Purchase Agreement and related closing documents and the closing thereof. The firm will be paid at the rate of $400 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael D. Sword, Esq., a partner at Sword Law LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael D. Sword, Esq. Sword Law LLC 692 Jewett Avenue Staten Island, NY 10314 Tel: (646) 522-3960 About Homespun, LLC Homespun, LL, filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 24-35813) on August 15, 2024. The Debtor hires Genova, Malin & Trier, LLP as counsel. HYPERSCALE DATA: Holds 17.1% Equity Stake in Algorhythm Holdings ---------------------------------------------------------------- Hyperscale Data, Inc. formerly known as Ault Alliance, Inc., disclosed in a Schedule 13D/A Report that the Company and its affiliates -- Ault Lending, LLC, Milton C. Ault, III, Kenneth S. Cragun, Henry C. W. Nisser, and James M. Turner -- beneficially owned shares of Algorhythm Holdings, Inc.'s common stock. The aggregate percentage of Shares reported owned by each Reporting Person herein is based upon 9,736,850 Shares outstanding, which is the total number of Shares outstanding as of August 16, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on August 19, 2024. A. Hyperscale Data (a) As of the date hereof, Hyperscale Data may be deemed to beneficially own 1,667,092 Shares, consisting of Shares held by Ault Lending. Hyperscale Data may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of its relationship with such entity described in Item 2. Percentage: 17.1% B. Ault Lending (a) As of the date hereof, Ault Lending beneficially owns 1,667,092 Shares held directly by it. Percentage: 17.1% C. Milton C. Ault, III (a) As of the date hereof, Mr. Ault may be deemed to beneficially own 1,667,092 Shares, consisting of Shares held by Ault Lending. Mr. Ault may be deemed to beneficially own the Shares beneficially owned by Ault Lending by virtue of his relationship with such entity described in Item 2. Percentage: 17.1% D. Kenneth S. Cragun (a) As of the date hereof, Mr. Cragun beneficially owned 19,535 Shares, which represents (i) 18,868 shares of Common Stock held directly by him and (ii) 667 shares of Common Stock underlying certain stock options which are currently exercisable. Percentage: Less than 1% E. Henry C. W. Nisser (a) As of the date hereof, Mr. Nisser beneficially owned 667 Shares, which are issuable upon the exercise of stock options that are currently exercisable. Percentage: Less than 1% F. James M. Turner (a) As of the date hereof, Mr. Turner beneficially owned 19,535 Shares, which represents (i) 18,868 shares of Common Stock held directly by him and (ii) 667 shares of Common Stock underlying certain stock options which are currently exercisable. Percentage: Less than 1% (c) Other than 18,868 shares of Common Stock that were awarded to Mr. Turner on August 8, 2024, pursuant to the Issuer's annual director compensation plan, Mr. Turner has not entered into any transactions in the Shares during the past sixty days. A full-text copy of the Company's SEC Report is available at: https://tinyurl.com/5fybftke About Hyperscale Data Hyperscale Data, Inc., formerly known as Ault Alliance, Inc., is a diversified holding company pursuing growth by acquiring undervalued businesses and disruptive technologies with a global impact. Through its wholly and majority-owned subsidiaries and strategic investments, Hyperscale Data owns and operates a data center at which it mines Bitcoin and offers colocation and hosting services for the emerging artificial intelligence ecosystems and other industries. It also provides mission-critical products that support a diverse range of industries, including a social gaming platform, equipment rental services, defense/aerospace, industrial, automotive, medical/biopharma, hotel operations and textiles. In addition, Hyperscale Data is actively engaged in private credit and structured finance through a licensed lending subsidiary. Hyperscale Data's headquarters are located at 11411 Southern Highlands Parkway, Suite 240, Las Vegas, NV 89141; Hyperscale Data, Inc. New York, New York-based Marcum LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has a working capital deficiency, has incurred net losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, the Company had $270.78 million in total assets, $243.70 million in total liabilities, $795,000 in redeemable non-controlling interests in equity of subsidiaries, and $26.28 million in total stockholders' equity. ILS PRODUCTS: Seeks to Hire Lane Law Firm as Legal Counsel ---------------------------------------------------------- ILS Products, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Lane Law Firm PLLC as counsel. The firm will provide these services: a. assist, advise and represent the Debtor relative to the administration of the chapter 11 case; b. assist, advise and represent the Debtor in analyzing the Debtor's assets and liabilities, investigating the extent and validity of lien and claims, and participating in and reviewing any proposed asset sales or dispositions; c. attend meetings and negotiate with the representatives of the secured creditors; d. assist the Debtor in the preparation, analysis, and negotiation of any plan of reorganization and disclosure statement accompanying any plan of reorganization; e. take all necessary action to protect and preserve the interests of the Debtor; f. appear, as appropriate, before this Court, the Appellate Courts, and other Courts in which matters may be heard and to protect the interests of the Debtor before said Courts and the United States Trustee; and g. perform all other necessary legal services in these cases. The firm will be paid at these rates: Robert C. Lane $595 per hour Joshua Gordon $550 per hour Associate Attorneys $500 per hour Paraprofessionals $250 per hour The firm received a retainer in the amount of $30,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert C. Lane, Esq., a partner at The Lane Law Firm, PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert C. Lane, Esq. Joshua D. Gordon, Esq. 6200 Savoy, Suite 1150 Houston, TX 77036 Tel: (713) 595-8200 Fax: (713) 595-8201 Email: notifications@lanelaw.com Joshua.gordon@lanelaw.com About ILS Products, LLC ILS Products LLC manufactures solar lighting systems, which include light, light pole and all mounting hardware, for oil & gas, retail, commercial, and farm & ranch applications. ILS Products LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-11040) on August 29, 2024. The Honorable Bankruptcy Judge Shad Robinson oversees the case. The Debtor is represented by Robert C. lane, Esq. of THE LANE LAW FIRM. INVO BIOSCIENCE: Fails to Meet Nasdaq Bid Price Requirement ----------------------------------------------------------- INVO Bioscience, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company received a letter from the staff of The Nasdaq Stock Market LLC listing qualifications group indicating that, based upon the closing bid price of the Company's common stock for the 34 consecutive business days prior to September 18, 2024, the Company is not currently in compliance with the requirement to maintain a minimum bid price of $1.00 per share for continued listing under Nasdaq Listing Rule 5550(a)(2). The notice has no immediate effect on the listing of the Company's common stock, and its common stock will continue to trade on The Nasdaq Capital Market under the symbol "INVO." In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided an initial period of 180 calendar days, or until May 17, 2025, to regain compliance with the minimum bid price requirement. If at any time before May 17, 2025, the closing bid price of the Company's common stock closes at or above $1.00 per share for a minimum of 10 consecutive business days, Nasdaq will provide written notification that the Company has achieved compliance with the minimum bid price requirement, and the matter would be resolved. If the Company does not regain compliance prior to May 17, 2025, then Nasdaq may grant the Company a second 180 calendar day period to regain compliance, provided the Company (i) meets the continued listing requirement for market value of publicly-held shares and all other initial listing standards for The Nasdaq Capital Market, other than the minimum closing bid price requirement, and (ii) notifies Nasdaq of its intent to cure the deficiency within such second 180 calendar day period, by effecting a reverse stock split, if necessary. The Company will continue to monitor the closing bid price of its common stock and will consider implementing available options to regain compliance with the minimum bid price requirement under the Nasdaq Listing Rules. If the Company does not regain compliance with the minimum bid price requirement within the allotted compliance periods, the Company will receive a written notification from Nasdaq that its securities are subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. There can be no assurance that the Company will regain compliance during either compliance period, or maintain compliance with the other Nasdaq listing requirements. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. INVO BIOSCIENCE: Restates Financial Statements Due To SEC Review ---------------------------------------------------------------- INVO Bioscience, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company's previously issued financial statements are being restated as a result of an internal review of its previously issued financial statements, which review was prompted by comments issued by the staff of the United States Securities and Exchange Commission upon its review of the Company's annual and quarterly reports filed pursuant to the Securities Act of 1934, as amended. After review of the staff's comments, discussions with the staff, and investigation and further analysis, the Company has determined that, in recognizing a right-of-use asset and corresponding lease liability for its operating leases on its balance sheet, it incorrectly utilized the applicable federal rates as the discount rates for the valuation of the ROU asset and corresponding lease liability, rather than the Company's incremental borrowing rates. The impact of this error is limited to the Company's assets and liabilities, and the error did not impact the Company's revenue, results of operation, earnings (loss) per share, or net equity. The error has not resulted in any change to the Company's business plan or operations and does not impact any regulatory requirements or management compensation. On September 18, 2024, the Audit Committee of the Company, after considering the recommendations of management, concluded that the Company's previously issued consolidated financial statements as of and for the periods ended June 30, 2024, March 31, 2024, December 31, 2023, September 30, 2023, June 30, 2023, March 31, 2023, December 31, 2022, September 30, 2022, June 30, 2022, March 31, 2022, December 31, 2021, September 30, 2021, and June 30, 2021 should no longer be relied upon. The Company intends to file amended Reports that will contain restated financial statements that reflect adjustments of the value of its ROU assets and corresponding lease liabilities. The Company's management and the Audit Committee have discussed the matters described herein with M&K CPA's, LLC, the Company's independent registered public accounting firm. About INVO Bioscience Inc. INVO Bioscience, Inc. is a healthcare services fertility company dedicated to expanding the assisted reproductive technology marketplace by making fertility care more accessible and inclusive to people around the world. Its commercial strategy is primarily focused on operating fertility-focused clinics, which includes the opening of dedicated "INVO Centers" offering the INVOcell and IVC procedure (with three centers in North America now operational) and the acquisition of US-based, profitable in vitro fertilization clinics (with the first acquired in August 2023). The Woodlands, Texas-based M&K CPAS, PLLC, the Company's auditor since 2019, issued a "going concern" qualification in its report dated April 16, 2024, citing that the Company has suffered net losses from operations and has a net capital deficiency, which raises substantial doubt about its ability to continue as a going concern. IR4C INC: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------- IR4C Inc. filed Chapter 11 protection in the Middle District of Florida. According to court filing, the Debtor reports $7,922,422 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 16, 2024 at 10:00 a.m. in Room Telephonically on telephone conference line: 866-910-0293. participant access code: 7560574. About IR4C Inc. IR4C Inc., doing business as Yes.Fit and Make Yes Happen, owns the real property located at 3715 Dranefield Road, Lakeland, Florida having a comparable sale value of $4.2 million. IR4C Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05458) on September 13, 2024. In the petition filed by Kevin D. Transue, as president, the Debtor reports total assets of $4,280,839 and total liabilities of $7,922,422. The Debtor is represented by: Samantha L Dammer, Esq. BLEAKLEY BAVOL DENMAN & GRACE 15316 N. Florida Avenue Tampa, FL 33613 Tel: (813) 221-3759 Email: sdammer@bbdglaw.com JACKSON GARDENS: Hires Baker & Associates as Attorney ----------------------------------------------------- Jackson Gardens, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Texas to employ Baker & Associates as its attorney. The firm will provide these services: (a) analyze the financial situation, and render advice and assistance to the Debtor; (b) advise the Debtor with respect to its duties; (c) prepare and file all appropriate legal papers; (d) represent the Debtor at the first meeting of creditors and such other services as may be required during the course of the bankruptcy proceedings; (e) represent the Debtor in all proceedings before the court and in any other judicial or administrative proceeding where its rights may be litigated or otherwise affected; (f) prepare and file a Disclosure Statement (if required) and Chapter 11 Plan of Reorganization; and (g) assist the Debtor in any matters relating to or arising out of the captioned case. The firm will be paid at these rates: Attorneys $475 to $525 per hour Of Counsels $525 per hour Paralegals $135 to $175 per hour The firm received a retainer in the amount of $23,238. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Reese Baker, Esq., a partner at Baker & Associates, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Reese W. Baker, Esq. Baker & Associates 950 Echo Lane Ste. 300 Houston, TX 77024 Tel: (713) 869-9200 Fax: (713) 869-9100 Email: courtdocs@bakerassociates.net About Jackson Gardens, LLC Jackson Gardens LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Jackson Gardens LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-34106) on September 3, 2024. In the petition filed by Mitchell Steiman, as manager, the Debtor reports estimated assets between $100,000 and $500,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Eduardo V. Rodriguez handles the case. The Debtor is represented by Reese Baker, Esq. of BAKER & ASSOCIATES. JBT MAREL: S&P Assigns 'BB' Issuer Credit Rating, Outlook Stable ---------------------------------------------------------------- S&P Global Ratings assigned its 'BB' issue-level and '3' recovery ratings to JBT Marel Corp's proposed first-lien credit facilities. S&P said, "Our stable outlook reflects our expectation that the combined company will effectively control operating costs as demand improves in 2025 resulting in S&P Global Ratings-adjusted debt to EBITDA below 4x. "Our 'BB' rating on JBT Marel reflects its wide range of products, its global reach, and the relative stability of the food equipment market it serves. These factors are somewhat offset by the fragmentation of this end market, which we believe makes it more competitive than more consolidated industries. Furthermore--although we believe the combined company will have a more profitable and flexible cost structure than JBT and Marel had as independent entities--the integration presents challenges. We believe management will continue to carefully mitigate cultural and operating challenges such that S&P Global Ratings-adjusted debt to EBITDA for the combined company will be below 4x in 2025. "The combined company would offer a broad and sophisticated product portfolio. We believe JBT Marel will be one of the largest food and beverage equipment manufacturers globally. It will be bigger than rated competitors Engineered Machinery Holdings Inc. (Duravant), Pro Mach Group Inc., and Merlin Buyer Inc. (Fortifi Food Processing Solutions). It will have a broad range of primary, secondary, and further processing equipment and software offerings serving poultry, beef, pork, seafood, fruit and vegetables, beverages, pet food, convenience and ready meals, and warehouse automation markets. Though the company's end of line packaging and filling offerings are limited, it has the ability to provide complete, digitally integrated food and beverage processing lines. Competition will challenge JBT Marel's ability to increase profitability. The market for food and beverage processing equipment, parts, and software is large and fragmented, and the top customers rank among the largest and strongest food and beverage makers in the world, all of which combines to impede profitability. Though the combined company will provide a broad product range with leading technology, we believe customers can substitute one manufacturer's equipment for another's. Over the past 10 years, both companies have reported an EBITDA margin of about 10%-18%, which we consider roughly average for manufacturer. However, performance has been volatile over this period. JBT and Marel have the opportunity to leverage each other's strengths. JBT focuses on controlling manufacturing, product development, and administrative costs. As a result, it benefits from good factory utilization and solid operating leverage on organic growth. Marel has a long history of innovation and offers a good portfolio of intellectual property and innovation capability. In 2025, JBT Marel's cost structure will probably approximate an average of the two separate companies. S&P said, "In 2026, we anticipate profitability will expand as the company improves factory and distribution center utilization across the combined footprint, allowing it to reduce capital expenditure (capex) somewhat and modestly improve free cash flow generation. A larger organization is also likely in a better position to leverage Marel's intellectual property portfolio and innovation expertise, which should translate into improved profitability over the longer term." Integration presents a significant risk. JBT and Marel have limited experience of large business combinations. S&P said, "We believe JBT Marel will retain key leaders from both companies, and we think management will be able to largely mitigate cultural differences. We believe the companies will have mutual respect for the strength of the other--JBT's discipline and focus and Marel's innovation. Though some administrative rationalization and supplier consolidation will likely take place relatively quickly and easily, we anticipate some aspects of integration, synergy realization, and footprint reduction will occur more slowly and carefully." Dependence on the food and beverage industries is another risk, in our view. S&P said, "We consider manufacturers that serve a single category of applications or related industries as riskier than those that serve a wider assortment. Still, JBT Marel offers a range of solutions for minimally processed to ultra-processed foods and beverages that are spread across a breadth of markets. We believe this partially mitigates the risk that changing consumer preferences weaken demand for products made with the company's equipment." Still, food and beverage consumption stabilize demand for related equipment. Sales of JBT's and Marel's original equipment weakened in 2009 and 2020, but the company's consolidated revenue declines in these two years were smaller than the decline many manufacturers S&P rates experienced. Additionally, about half of the combined company's revenue will come from higher-margin aftermarket parts, demand for which is less cyclical than new equipment. A better outlook for chicken production should benefit JBT Marel over the next 18 months. A lower price of commodity chicken, high grain prices, and avian influenza combined to hurt JBT's and Marel's equipment sales to large producers in 2023 and the first half of 2024--the combined company's largest end market--illustrating the hazard of concentration. That said, S&P anticipates chicken producers will increase investment in the second half of 2024 and 2025 as price and input cost trends reverse. Additionally, inflation-stretched consumers may substitute more expensive protein with chicken over this period. S&P said, "We forecast mid-single-digit percent growth in 2025. Demand has been soft in the first half of 2024 as customers have invested cautiously. Orders at both companies fell somewhat in the second quarter of 2024, compared with last year. We think real growth of only 1.5%-2% in the U.S. and Eurozone will keep customers relatively cautious about large expansion projects over the next 18 months. Our 2025 forecast includes no material cross-selling benefits as we anticipate these will take about a year to pick up. However, this opportunity does support our forecast for continued solid growth in 2026 and beyond. "We anticipate profitability will improve in 2025. Acquisition costs of about $40 million will elevate sales, general, and administrative (SG&A) and depress profitability in 2024, but we assume these will not recur next year. We forecast synergy benefits will cover related costs in 2025. We believe research and development (R&D) spending will be roughly flat in 2024 in response to a soft demand environment and in 2025 as the combined company finds incremental efficiencies. "The stable outlook on JBT Marel reflects our expectation that the combined company will effectively control operating costs as demand improves in 2025 resulting in S&P Global Ratings-adjusted debt to EBITDA below 4x. "We could lower our rating on JBT Marel if we expect its adjusted debt to EBITDA will be above 4x over the next 12 months. This could occur if growth underperforms our expectations or if the integration encounters unexpected challenges." Although unlikely within the next year, S&P could raise its rating on JBT Marel if: -- It deleverages by reducing its adjusted debt to EBITDA below 3x and S&P believes the company's financial policy will keep it below this level on a sustained basis; and -- S&P views its position within its competitive and fragmented market as comparable to that of similarly rated manufacturers, as demonstrated, for example, by the company's profitability and organic growth trajectory. JOHAL BROTHERS: Hires Kroger Gardis & Regas LLP as Counsel ---------------------------------------------------------- Johal Brothers Inc. seeks approval from the U.S. Bankruptcy Court for the Southern District of Indiana to employ Kroger Gardis & Regas, LLP as counsel. The firm will provide these services: a. prepare filings and applications and conducting examinations necessary to the administration of these matters; b. advise regarding Debtors' rights, duties, and obligations as debtors-in-possession; c. perform legal services associated with and necessary to the day-today operations of the business; d. represent and assist Debtor(s) in complying with the duties and obligations imposed by the Bankruptcy Code, the orders of this Court, and applicable law; e. represent Debtor(s) at hearings and other proceedings before this Court; f. make negotiation, preparation, confirmation, and consummation of a plan of reorganization; and g. take any and all other necessary action incident to the proper preservation and administration of the state in the conduct of Debtors' business. The firm will be paid at these rates: Harley K. Means, Partner $395 per hour Weston E. Overturf, Partner $395 per hour Anthony T. Carreri, Associate $325 per hour Jason T. Mizzell, Associate $325 per hour Kimberly Whigham, Paralegal $175 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Harley K. Means, Esq., a partner at Kroger Gardis & Regas, LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Harley K. Means, Esq. Kroger Gardis & Regas, LLP 111 Monument Circle, Suite 900 Indianapolis, IN 46204 Tel: (317) 777-7434 Email: hmeans@kgrlaw.com About Johal Brothers Inc. Johal Brothers Inc. is an Indianapolis-based company operating in the general freight trucking industry. The Debtor filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. S.D. Ind. Case No. 24-04679) on August 28, 2024, with $581,500 in assets and $1,437,032 in liabilities. Amritpaul S. Johal, president and chief executive officer, signed the petition. Judge James M. Carr presides over the case. Harley K. Means, Esq., at Kroger, Gardis & Regas, LLP represents the Debtor as legal counsel. JOHNSON ENTERPRISES: Hires Steinberg Shapiro & Clark as Attorney ---------------------------------------------------------------- Johnson Enterprises-Johnson Wash Systems, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Michigan to hire Steinberg Shapiro & Clark to handle its Chapter 11 case. The firm will be paid at these rates: Mark H. Shapiro $400 per hour Tracy M. Clark $375 per hour The retainer is $15,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark H. Shapiro, Esq., a partner at Steinberg Shapiro & Clark, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Road, Suite 203 Southfield, MI 48033 Tel: (248) 352-4700 Email: shapiro@steinbergshapiro.com About Johnson Enterprises Johnson Enterprises-Johnson Wash Systems, LLC operated a design, manufacturing, and installation business for truck washing systems. It is one of only a handful of such businesses in the United States and typically serves companies that maintain fleets of trucks. Johnson Enterprises-Johnson Wash Systems, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-31570) on August 22, 2024, with $50,001 to $100,000 in assets and $100,001 to $500,000 in liabilities. Judge Joel D. Applebaum presides over the case. Mark H. Shapiro, Esq., represents the Debtor as legal counsel. Charles Mouranie of CMM & Associates serves as Subchapter V trustee. JOONKO DIVERSITY: Seeks to Extend Plan Exclusivity to Dec. 10 ------------------------------------------------------------- Joonko Diversity Inc. asked the U.S. Bankruptcy Court for the District of Delaware to extend its exclusivity periods to file a plan of reorganization and obtain acceptance thereof to December 10, 2024 and February 8, 2025, respectively. Since the Petition Date, the Debtor has made significant and material progress advancing the Chapter 11 Case. The only impediment to confirmation of the Debtor's Plan is the claim being asserted by Raz. Raz's entitlement to advancement is a gating issue with respect to confirmation of the Plan. The Debtor claims that it will require both written discovery and Raz's deposition before proceeding to a hearing on the Debtor's objection to her claim due to the factual nature of the Debtor's objection to Raz's claim. To provide sufficient time to build the necessary evidentiary record, the Debtor has adjourned the Confirmation Hearing. The Debtor expects to be in a position to proceed with confirmation of the Plan shortly after taking Raz's deposition. The Debtor asserts that it has made and will continue to make timely payments on its undisputed post-petition obligations in the ordinary course, meaning that the requested extension of the Exclusive Periods will not prejudice the legitimate interests of post-petition creditors. As such, this factor weighs in favor of extending the Exclusive Periods. The Debtor further asserts that granting the requested extensions of the Exclusive Periods will not pressure the Debtor's creditors or grant the Debtor any unfair bargaining leverage. The Plan solicitation is complete and the Debtor has adjourned the Confirmation Hearing solely to provide it the necessary time to build the evidentiary record necessary to adjudicate the Raz Claim. The Debtor is seeking extensions of the Exclusive Periods to ensure that there is sufficient time to properly adjudicate the Raz Claim free from unnecessary distraction or competing plan proposals. Joonko Diversity Inc. is represented by: David R. Hurst, Esq. McDermott Will & Emery LLP The Brandywine Building 1000 N West Street, Suite 1400 Wilmington, DE 19801 Phone: (302) 485-3930 Email: dhurst@mwe.com Catherine Lee, Esq. 444 West Lake Street, Suite 4000 Chicago, Illinois 60606 Telephone: (312) 372-2000 Facsimile: (312) 984-7700 Email: clee@mwe.com About Joonko Diversity Inc. Joonko Diversity Inc. is an AI-powered employee recruitment venture. Joonko Diversity sought relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 24-11007) on May 14, 2024. In the petition filed by Ilan Band, as chief executive officer, the Debtor estimated assets between $1 million and $10 million and estimated liabilities up to $50,000. McDermott Will & Emery LLP, led by David R. Hurst, is the Debtor's counsel. LEE INVESTMENT: Sec. 341(a) Meeting of Creditors on Oct. 15 ----------------------------------------------------------- Lee Investment Consultants LLC filed Chapter 11 protection in the Northern District of Alabama. According to court filing, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will not be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 15, 2024 at 9:00 a.m. at Creditor Meeting Room. About Lee Investment Consultants LLC Lee Investment Consultants LLC is a limited liability company. Lee Investment Consultants LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-41078) on September 11, 2024. In the petition filed by Scott Lee, as president, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge James J. Robinson handles the case. The Debtor is represented by: Stacy Upton, Esq. THE LAW OFFICES OF HARRY P. LONG, LLC 914 Noble Street Suite 1A Anniston AL 36201 Tel: 256-237-3266 Email: Stacy@uptonlawllc.com LEFEVER MATTSON: Sec. 341(a) Meeting of Creditors on Oct. 21 ------------------------------------------------------------ A meeting of creditors of LeFever Mattson under 11 U.S.C. Section 341(a) is slated for Oct. 21, 2024 at 10:00 a.m. via UST Teleconference, Call in number/URL: 1-888-455-8838 Passcode: 4169593. About LeFever Mattson LeFever Mattson, a California corporation, manages a large real estate portfolio. Timothy LeFever and Kenneth W. Mattson each own 50% of the equity in LeFever Mattson. LeFever Mattson manages a portfolio of more than 200 properties, comprised of commercial, residential, office, and mixed-use real estate, as well as vacant land, located throughout Northern California, primarily in Sonoma, Sacramento, and Solano Counties. The Debtors generate income from the Properties through rents and use the proceeds to fund their operations. On Sept. 12, 2024, LeFever Mattson and 58 affiliated LLCs and LPs sought Chapter 11 protection (Bankr. N.D. Cal. Lead Case No. 24-10545). LeFever Mattson estimated $100 million to $500 million in total assets and liabilities as of the bankruptcy filing. The Debtors tapped San Francisco, California-based KELLER BENVENUTTI KIM LLP as counsel. KURTZMAN CARSON CONSULTANTS, LLC, doing business as VERITA GLOBAL, is the claims agent. LERETA LLC: Moody's Cuts CFR & Sr. Secured First Lien Debt to Caa1 ------------------------------------------------------------------ Moody's Ratings downgraded LERETA, LLC's corporate family rating to Caa1 from B3, probability of default rating to Caa2-PD from B3-PD and senior secured first lien bank credit facilities to Caa1 from B3. The rated facilities include the $40 million senior secured revolving credit facility expiring 2026, $250 million senior secured term loan maturing 2028. The outlook remains stable. LERETA is a California-based technology enabled property tax and flood determination service provider to the financial services industry. The rating downgrades reflect Moody's expectations for mortgage origination volumes to remain subdued over the next 12-18 months, leading to limited revenue growth, very high debt to EBITDA leverage well over 7.5x, negative cash flow, low cash balances and limited committed external liquidity resources. LERETA's revenue, profits and cash flow are dependent upon mortgage origination activity. ESG governance considerations, notably financial strategies including a tolerance for very high leverage and little liquidity, were key drivers of the ratings downgrades. RATINGS RATIONALE The Caa1 CFR reflects LERETA's weak liquidity profile, small revenue scale, narrow operating scope with exposure to the US mortgage finance market and economic cycles and high debt leverage for the 12-month period ended June 30, 2024. Moody's expect that revenue contributions from the 2023 acquisition of Info-Pro Lender Services Inc. (Info-Pro), cost and cash flow benefits from the company's ongoing technology re-platforming project and recent cost rationalization measures could drive improvements in credit metrics over the next 12-18 months, but liquidity will remain weak amid highly uncertain mortgage origination volumes. All financial metrics cited reflect Moody's standard adjustments. In addition, Moody's expense capitalized software costs. Recent and large equity infusions to fund internal investments and the acquisition provide support to the credit profile and indicate a likely high recovery to secured creditors at default. However, the probable need for additional equity investments to avoid default is a key driver of the downgrades and pressures the credit profile. LERETA benefits from a stable and very diverse customer base with over 2,000 customers that includes national level and regional lenders and mortgage servicers. The company performs an essential part of the mortgage process and manages tax records and payments for over 22,000 tax agencies nationally. Outsourcing this process to a vendor such a LERETA is a cost-efficient way to manage the large volume of tax reporting that needs to be done by a lender. Moody's expect the outsourcing trend to continue, supporting earnings growth once the mortgage market recovers. LERETA is the second largest tax servicer nationally and counts many of the largest national mortgage originators as clients, which provides a steady volume of loans to service. The credit profile is also supported by strong customer retention with an average customer tenor of six years. The downgrade of the PDR by two notches to Caa2-PD from B3-PD reflects Moody's anticipation for a high risk of default over the next two years. The Caa1 senior secured first lien credit facility ratings are in line with the Caa1 CFR as there is no other meaningful debt in the capital structure and reflects Moody's expectation for a high recovery for creditors at default. The senior secured first lien credit facilities benefit from secured guarantees from all existing and subsequently acquired wholly-owned domestic subsidiaries. Moody's view LERETA's liquidity as weak, driven by Moody's anticipation for negative cash flow over the next 12 to 15 months and limited external liquidity sources. The $40 million revolver was almost entirely drawn as of June 30, 2024. The company had an additional $8 million of equity commitments from its financial sponsors as of June 30, 2024. The credit facilities are subject to a leverage-based financial maintenance covenant. Although recent and large equity investments have been funded, Moody's liquidity analysis does not incorporate expectations for additional external liquidity unless it is contractual. The stable outlook reflects Moody's anticipation for very high debt leverage and poor liquidity, but also a high recovery at default. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Moody's expect: 1) positive free cash flow and an improved liquidity profile; 2) a quicker rebound in the mortgage market, that would translate into high revenue growth or a material increase in size and scale via organic growth; and 2) leverage to fall, with debt-to-EBITDA sustained below 7.0x. A ratings downgrade could result if Moody's anticipate a default is more likely in the near term or expect an average or low recovery for secured creditors in a default scenario. The principal methodology used in these ratings was Business and Consumer Services published in November 2021. Headquartered in Pomona, California, LERETA is a technology enabled property tax and flood determination service provider to the financial services industry. The company provides services in the areas of tax certification management and flood determination to mortgage originators and servicers. LERETA is owned by affiliates of financial sponsors Flexpoint Ford and Vestar Capital Partners. The company generated $133 million in net revenue for the LTM period ended June 30, 2024. LIDO 10 LLC: Hires Wiegel Szekel & Frisby as Accountant ------------------------------------------------------- LIDO 10, LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Wiegel, Szekel & Frisby as accountant. The firm will prepare and file the Debtor's 2023 tax returns and 2024 tax returns, and all related work. The firm will be paid at a flat fee of $3,000. Gabriel Frisby, a partner at Wiegel, Szekel & Frisby, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gabriel Frisby Wiegel, Szekel & Frisby 500 N. State College Blvd, Suite 1110 Orange, CA 92868 Tel: (714) 634-8757 Fax: (714) 634-9689 Email: cpa@wsfcpa.com About Lido 10 LLC Lido 10 LLC is a limited liability company. Lido 10 LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-11818) on July 19, 2024. In the petition filed by Ronald L. Meer, president of the sole managing member of the Debtor's sole managing member, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. The Honorable Bankruptcy Judge Theodor Albert oversees the case. The Debtor is represented by: Matthew D. Resnik, Esq. RHM LAW LLP 17609 Ventura Blvd. Ste 314 Encino, CA 91316 Tel: (818) 285-0100 Fax: (818) 855-7013 Email: matt@rhmfirm.com LINCOLN HIGHWAY: Starts Subchapter V Bankruptcy Proceeding ---------------------------------------------------------- Lincoln Highway RG Associates LLC filed Chapter 11 protection in the District of New Jersey. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Lincoln Highway RG Associates LLC Lincoln Highway RG Associates LLC is primarily engaged in renting and leasing real estate properties. Lincoln Highway RG Associates LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-19036) on Sept. 12, 2024. In the petition filed by Ricardo Romero, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Carol L. Knowlton, Esq. GORSKI & KNOWLTON PC 311 Whitehorse Ave Suite A Hamilton, NJ 08610 Tel: 609-964-4000 Fax: 609-528-0721 Email: cknowlton@gorskiknowlton.com LNB-001-13 LLC: U.S. Trustee Unable to Appoint Committee -------------------------------------------------------- The U.S. Trustee for Region 21, until further notice, will not appoint an official committee of unsecured creditors in the Chapter 11 case of LNB-001-13, LLC, according to court dockets. About LNB-001-13 LNB-001-13, LLC filed Chapter 11 petition (Bankr. S.D. Fla. Case No. 24-18450) on August 20, 2024, with $1 million to $10 million in both assets and liabilities. Judge Robert A. Mark oversees the case. Joel Aresty, Esq., at Joel M. Aresty, PA is the Debtor's legal counsel. LW RETAIL: Unsecureds to be Paid in Full in Sale Plan ----------------------------------------------------- LW Retail Associates LLC filed with the U.S. Bankruptcy Court for the Eastern District of New York a Disclosure Statement in connection with Plan of Reorganization dated August 22, 2024. The Debtor is a New York limited liability company duly formed under the laws of the State of New York and maintains its principal place of business at c/o Heights Advisors, 140 Remsen Street, Brooklyn, New York 11201. The Debtor owns four commercial condominium units (the "Commercial Units") in the Loft Space Condominium located at 78-80 Leonard Street, New York, New York and 79-81 Worth Street New York, New York. The Commercial Units are leased to Millennium Sports Management Company LLC, which in turn subleases the units to subtenants. The Debtor's financial distress came from years of protracted litigation with the Board of Managers of the Loft Space Condominium (the "Condo"). In 2012, the Condo initiated a lawsuit (the "Construction Defect Action") against the Debtor and Sponsor alleging, inter alia, the Sponsor failed to maintain the building free of hazardous conditions. In 2015, the Debtor initiated a lawsuit (the "Reserve Fund Action") against the Board alleging waste and diversion of condominium assets, including misuse of a reserve fund, resulting in disputed over-assessments to the Debtor. In 2016, the Board commenced an action (the "Foreclosure Action") to foreclosure liens stemming from the disputed assessments against the Debtor and sought appointment of a receiver. With its property in jeopardy, the Debtor sought protection from the Bankruptcy Court. On October 5, 2017, the Debtor filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code. Class 3 consists of the Allowed Unsecured Claims. The holders of the Allowed Class 3 General Unsecured Claims shall be paid up to the full amount of their Allowed Claim, in Cash, upon the sale of the Property. The Debtor estimates that Class 3 Allowed Unsecured Claims total approximately $30,634.11 representing the prepetition claim of tax certiorari counsel Lawrence J. Berger P.C. Class 3 Creditors are not Impaired under this Plan and the holder thereof shall be deemed to accept the Plan. Class 4 consists of the claims of GAMCREFK TRUST, the holder of equity Interests in the Debtor. The holder of Allowed Interests shall retain all of its Interests in the Debtor. The Allowed Class 4 Interests are not Impaired under this Plan, and the holder thereof shall be deemed to accept the Plan. The Plan shall be funded by the Refinance in an amount necessary to fund all Allowed Claims on the Effective Date. The Refinance and Ownership Transfer, shall be free and clear of all pre-closing liens, Claims, encumbrances, other interests, debts, causes of action, obligations, liabilities, and charges of any kind, nature or description whatsoever, whether fixed or contingent, legal or equitable, perfected or unperfected except as expressly provided in the respective contract of sale pursuant to Sections 363(b), (f), (k) and (m) and 1123(b)(4) and 1129 of the Bankruptcy Code (collectively, the "Liens and Claims"). A full-text copy of the Disclosure Statement dated August 22, 2024 is available at https://urlcurt.com/u?l=61S8YP from PacerMonitor.com at no charge. Attorneys for the Debtor: KIRBY AISNER & CURLEY, LLP Dawn Kirby, Esq. 700 Post Road, Suite 237 Scarsdale, New York 10583 (914) 401-9500 About LW Retail Associates Brooklyn, N.Y.-based LW Retail Associates, LLC owns a fee-simple interest in four condominium units in New York. LW Retail Associates filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 17-45189) on Oct. 5, 2017. In the petition signed by Louis Greco, manager, the Debtor disclosed $12.64 million in assets and $6.25 million in liabilities. The Debtor valued its four condo units at $12.20 million in the aggregate. Judge Elizabeth S. Stong oversees the case. The Debtor tapped DelBello Donnellan Weingarten Wise & Wiederkehr, LLP as bankruptcy counsel, and Goldberg Weprin Finkel Goldstein LLP and Sills Cummis & Gross P.C. as special counsel. MACADAMIA BEAUTY: Hires Ross Smith & Binford PC as Counsel ---------------------------------------------------------- Macadamia Beauty, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of Texas to employ Ross Smith & Binford, PC as counsel. The firm will provide these services: a. serve as counsel of record for the Debtor in all legal aspects of the Bankruptcy Case, including without limitation, the prosecution of actions on behalf of the Debtor; b. prepare pleadings in connection with the Bankruptcy Case; and c. appear before the Court to represent the interests of the Debtor in connection with the Bankruptcy Case. The firm will be paid at these rates: Shareholders $650 per hour Associates and Counsel $400 to $600 per hour Paraprofessionals $150 per hour Prior to the Petition Date, the firm received a $20,000 retainer paid by Mr. Henry Stein, the Debtor's CEO. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Jason Binford, Esq., a partner at Ross, Smith & Binford, PC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Jason Binford, Esq. Ross Smith & Binford, PC 2003 N. Lamar Blvd., Suite 100 Austin, TX 78705 Tel: (512) 351-4778 Fax: (214) 377-9409 Email: jason.binford@rsbfirm.com About Macadamia Beauty, LLC Macadamia Beauty LLC -- https://www.macadamiahair.com -- is an oil-based hair repair company based in Plano, Texas. Its unique oil-infused hair repair products effectively address the most common hair dissatisfactions among women: breakage, frizz, damage, and dryness. Macadamia Beauty LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Tex. Case No. 24-41929) on August 19, 2024. In the petition filed by Henry Stein, as CEO, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Frances A. Smith, Esq. ROSS, SMITH & BINFORD, PC 700 N. Pearl Street 1610 Dallas TX 75201 Tel: (214) 593-4976 E-mail: frances.smith@rsbfirm.com MARCUSE COMPANIES: Submits Three-Month Extended Budget ------------------------------------------------------ The Marcuse Companies, Inc. filed with the U.S Bankruptcy Court for the Northern District of Texas an extended budget in accordance with the court's prior order, which authorized the company's continued use of cash collateral. The extended budget, which covers the period from October 1 to December 31, 2024, is deemed approved due to the lack of timely opposition from interested parties. This budget outlines key financial projections essential for the company's operational stability. With an initial cash balance of $94,536.28 in October 2024, the company anticipates steady cash receipts of approximately $120,920 monthly. The budget details expected expenditures, including payroll, payroll taxes, property taxes, sales tax, and various operational costs. Total cash payments are projected to be $108,751.57 in October, $104,701.57 in November, and $107,751.57 in December. The net cash change for each month reflects a positive cash flow trend, with projected increases of $12,168.43 for October, $17,542.43 for November, and $13,168.43 for December. By the end of December 2024, the company expects to achieve an ending cash position of $137,415.57. About The Marcuse Companies The Marcuse Companies, Inc., operating as Marcuse & Son, Inc., primarily engages in the field of construction and home improvement. The company offers a range of services, including general contracting, renovations, and repairs. Its operational focus is on providing quality craftsmanship and customer service in various residential and commercial projects. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Texas. Case No. 22-43146) with $137,415 in assets and $321,204 in liabilities. Joseph F. Postnikoff, signed the petition. Judge Edward L. Morris presides the case. Joseph F. Postnikoff, Esq., at Rochelle McCullough, LLP represents the Debtor as legal counsel. MARIANAS PROPERTIES: Hires Dentons Bingham as Counsel ----------------------------------------------------- Marianas Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Guam to employ Dentons Bingham Greenebaum LLP as counsel. The firm's services include: (a) advising the Debtor with regard to the requirements of the Court, Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Office of the United States Trustee, as they pertain to the Debtor; (b) advising the Debtor with regard to certain rights and remedies of the bankruptcy estate and rights, claims, and interests of creditors; (c) representing the Debtor in any proceeding or hearing in the Court involving the estate, unless the Debtor is represented in such proceeding or hearing by other special counsel; (d) conducting examinations of witnesses, claimants, or adverse parties, and representing the Debtor in any adversary proceeding (except to the extent that any such adversary proceeding is in an area outside of our expertise); (e) reviewing and analyzing various claims of the Debtor's creditors and treatment of such claims and preparing, filing, or prosecuting any objections thereto or initiating appropriate proceedings regarding leases or contracts to be rejected or assumed; (f) preparing and assisting the Debtor with the preparation of reports, applications, pleadings, motions, and orders; (g) assisting in the negotiation, formulation, preparation, and confirmation of a plan of reorganization or a sale of the Debtor's assets, should that be appropriate; and (h) performing any other services that may be appropriate in our representation of the Debtor in its Chapter 11 case. The firm will be paid at these rates: Andrew Helman, Office Managing Partner $675 per hour Kyle D. Smith, Managing Associate $450 per hour David K. Boydstun, Associate $370 per hour Samantha Hayes, Paralegal $270 per hour The firm currently holds a retainer in the amount of $29,055.50. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Andrew C. Helman, Esq., a partner at Dentons Bingham Greenebaum LLP, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Andrew C. Helman, Esq. Dentons Bingham Greenebaum LLP One City Center, Suite 11100 Portland, ME 04101 Tel: (207) 619-0919 Email: andrew.helman@dentons.com About Marianas Properties, LLC Marianas Properties, LLC in Tumon, GU, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Guam Case No. 24-00013) on Sept. 12, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ajay Pothen as president, signed the petition. Judge Frances M Tydingco-Gatewood oversees the case. DENTONS BINGHAM GREENEBAUM LLP serve as the Debtor's legal counsel. LAW OFFICES OF MINAKSHI V. HEMLANI, P.C. as local counsel. GIBBINS ADVISORS, LLC as financial advisor. MARIANAS PROPERTIES: Hires Gibbins Advisors as Financial Advisor ---------------------------------------------------------------- Marianas Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Guam to employ Gibbins Advisors, LLC as financial advisor. The firm's services include: (a) assisting the Debtor and its advisors in restructuring efforts; (b) assisting the Debtor with development and maintenance of a 13-week cash projection and other cash management and reporting activities; (c) assisting and supporting the Debtor regarding bankruptcy reporting and other related compliance; (d) providing services to assist the Debtor in the administration of its chapter 11 case, including but not limited to support related to motions and other required filings, claims reconciliation, and assumption and rejection analyses; (e) assisting the Debtor in connection with efforts to realize its assets and development of restructuring plans which may include a disclosure statement and chapter 11 plan; (f) supporting and advising the Debtor in communications and negotiations with key creditor and other constituents; and (g) performing such other services in connection with the restructuring process as reasonably requested or directed by authorized Company personnel, consistent with the role played by GA professionals in this matter and not duplicative of services being performed by other professionals in these proceedings. The firm will be paid at these rates: Managing Director/Principal $675 to $810 per hour Director/Senior Director $495 to $635 per hour Associate/Senior Associate $360 to $470 per hour Data Analyst $200 to $305 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Clare Moyla, a principal at Gibbins Advisors LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Clare Moylan Gibbins Advisors LLC 1900 Church Street, Suite 300 Nashville, TN 37203 Tel: (615) 696-6556 Email: cmoylan@gibbinsadvisors.com About Marianas Properties, LLC Marianas Properties, LLC in Tumon, GU, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Guam Case No. 24-00013) on Sept. 12, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ajay Pothen as president, signed the petition. Judge Frances M Tydingco-Gatewood oversees the case. DENTONS BINGHAM GREENEBAUM LLP serve as the Debtor's legal counsel. LAW OFFICES OF MINAKSHI V. HEMLANI, P.C. as local counsel. GIBBINS ADVISORS, LLC as financial advisor. MARIANAS PROPERTIES: Hires Minakshi V. Hemlani as Local Counsel --------------------------------------------------------------- Marianas Properties, LLC seeks approval from the U.S. Bankruptcy Court for the District of Guam to employ the Law Offices of Minakshi V. Hemlani, P.C. as local counsel. The firm's services include: (a) advising the Debtor with regard to the requirements of the Court, Bankruptcy Code, Bankruptcy Rules, Local Rules, and the Office of the United States Trustee, as they pertain to the Debtor; (b) advising the Debtor with regard to certain rights and remedies of the bankruptcy estate and rights, claims, and interests of creditors and bringing such claims as the Debtor, in its business judgment, pursue; (c) representing the Debtor in any proceeding or hearing in the Court involving the estate, unless the Debtor is represented in such proceeding or hearing by other special counsel; (d) representing the Debtor in any proceeding or hearing regarding its outstanding insurance claim for damages incurred during Typhoon Marwar; (e) conducting examinations of witnesses, claimants, or adverse parties, and representing the Debtor in any adversary proceeding (except to the extent that any such adversary proceeding is in an area outside of Minakshi V. Hemlani, P.C.’s expertise); (f) reviewing and analyzing various claims of the Debtor’s creditors and treatment of such claims and preparing, filing, or prosecuting any objections thereto or initiating appropriate proceedings regarding leases or contracts to be rejected or assumed; (g) preparing and assisting the Debtor with the preparation of reports, applications, pleadings, motions, and orders, as well as assisting with respect to bankruptcy schedules and statements; (h) assisting in the negotiation, formulation, preparation, and confirmation of a plan of reorganization and the preparation and approval of a disclosure statement in connection with the plan of reorganization or a sale of the Debtor’s assets, should that be appropriate; and (i) performing any other services that may be appropriate in the firm's representation of the Debtor in this case. The firm will be paid at these rates: Minakshi V. Hemlani $335 per hour Yusuke Haffeman-Udugawa $225 per hour The firm received from the Debtor a retainer of $35,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Minakshi V. Hemlani, Esq., a partner at Law Offices Of Minakshi V. Hemlani, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Minakshi V. Hemlani, Esq. Law Offices Of Minakshi V. Hemlani, P.C. 285 Farenholt Ave., Suite C-312 Tamuning, Guam 96913 Tel: (671) 588-2030 Email: mvhemlani@mvhlaw.net About Marianas Properties, LLC Marianas Properties, LLC in Tumon, GU, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. D. Guam Case No. 24-00013) on Sept. 12, 2024, listing as much as $10 million to $50 million in both assets and liabilities. Ajay Pothen as president, signed the petition. Judge Frances M Tydingco-Gatewood oversees the case. DENTONS BINGHAM GREENEBAUM LLP serve as the Debtor's legal counsel. LAW OFFICES OF MINAKSHI V. HEMLANI, P.C. as local counsel. GIBBINS ADVISORS, LLC as financial advisor. MARIANAS PROPERTIES: Pacific Star Seeks Chapter 11 Bankruptcy ------------------------------------------------------------- Marianas Properties LLC filed Chapter 11 protection in the District of Guam. According to court documents, the Debtor reports between $10 million and $50 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 16, 2025 at 11:00 a.m. in Room Telephonically on telephone conference line: 1-877-461-0585. participant access code: 5721781#. About Marianas Properties LLC Marianas Properties LLC, doing business as Pacific Star Resort & Spa, is part of the traveler accommodation industry. Marianas Properties LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Guam Case No. 24-00013) on September 12, 2024. In the petition filed by Ajay Pothen, as president, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge Frances M. Tydingco-Gatewood oversees the case. The Debtor is represented by: Minakshi V. Hemlani, Esq. LAW OFFICES OF MINAKSHI V. HEMLANI, P.C. 285 Farenholt Ave, Suite C-312 Tamuning, GU 96913 Tel: 671-588-2030 Email: mvhemlani@mvhlaw.net - and - Andrew C. Helman, Esq. DENTONS BINGHAM GREENEBAUM LLP One City Center, Suite 11100 Portland, ME 04101 Tel: (207) 619-0919 EMAIL: andrew.helman@dentons.com Debtor's Financial Advisor: GIBBINS ADVISORS, LLC MARSHALL SPIEGEL: Smith Gambrell Awarded $415,000 in Total Fees --------------------------------------------------------------- Judge Timothy A. Barnes of the United States Bankruptcy Court for the Northern District of Illinois made findings of facts and conclusions of law in support of the order awarding to Smith Gambrell & Russell LLP, counsel for Marshall Spiegel, interim compensation and reimbursement of expenses: TOTAL FEES REQUESTED: $451,952.00 TOTAL COSTS REQUESTED: $14,076.32 TOTAL FEES REDUCED: $49,989.10 TOTAL COSTS REDUCED: $968.86 TOTAL FEES ALLOWED: $401,962.90 TOTAL COSTS ALLOWED: $13,107.46 TOTAL FEES AND COSTS ALLOWED: $415,070.36 (1) Unreasonable Time - Total of disallowed amounts: $5,802.90 The Court denies the allowance in part of compensation for certain indicated task(s) since the professional or paraprofessional expended an unreasonable amount of time on the task(s) in light of the nature of the task(s), the experience and knowledge of the professional performing the task(s), and the amount of time previously expended by the professional or another on the task(s). As to the time devoted to the preparation of the fee application itself, the Court denies the allowance of compensation that is disproportionate to the total hours in the main case. However, for applications for compensation that request total fees of $10,000.00 or less, the Court will allow compensation for the time devoted to the preparation of the fee application itself in the following manner: For the first $5,000.00 of total compensation requested, the Court will limit time devoted to preparation of the fee application to 10% of total compensation requested and will allow 5% of additional total compensation requested for time devoted to preparation of the fee application. (2) Insufficient Description - Total of disallowed amounts: $29,661.00 The Court denies the allowance of compensation for the indicated task(s) as the description of each task fails to identify in a reasonable manner the service rendered. (3) Duplication of Services - Total of disallowed amounts: $440.00 The Court denies the allowance of compensation for services that duplicate those of another professional or paraprofessional. (4) Clerical Work Not Compensable - Total of disallowed amounts: $4,139.25 The Court disallows the compensation of clerical or stenographic employees of the professional for the performance of routine clerical or administrative activities in the normal course of the professional's business, such as photocopying, secretarial work, or routine filing. Such activities are not in the nature of professional services and must be absorbed by the applicant's firm as an overhead expense. (5) Improper Allocation of Professional Resources - Total of reduced amounts $4,139.94 The Court finds that $19,534.50 of the fees requested are for compensation for 42.2 hours of work on tasks that could have been performed by a beginning associate but was in fact performed by and billed at the rate of a partner. The Court will allow compensation of the affected time entries at the reduced rate of $364.80 per hour. The Court denies the allowance in part of compensation for the indicated task(s) as a professional with a lower level of skill and experience or a paraprofessional could have performed the task(s). (6) Lumping - Total of disallowed amounts (10% of affected entries): $4,837.15 The Court may impose a 10% penalty on entries that appear to be "lumping." The Court will reduce each entry marked as such per the penalty. (7) Meal Expenses — Total of disallowed amounts: $968.86 The Court denies the allowance of reimbursement of this meal expense. A copy of the Court's decision dated September 12, 2024, is available at https://urlcurt.com/u?l=kwm56A About Marshall Spiegel Marshall Spiegel sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Ill. Case No. 20-21625) on Dec. 16, 2020. The Debtor is represented by David Lloyd, Esq. MAVENIR SYSTEMS: Gets $35 Million Funding from Lenders ------------------------------------------------------ Reshmi Basu of Bloomberg News reports that some lenders to Mavenir Systems have provided the network-software company with $35 million to address its cash needs, according to people familiar with the situation. The closely held company will use around $20 million to finance interest payments while the rest supports working capital needs, said the people, who asked not to be identified discussing a private matter. A representative with Mavenir and its private equity owner Siris Capital declined to comment. Mavenir announced in late May that an existing investor would put as much as $75 million into the company. About Mavenir Systems Inc. Mavenir Systems, Inc. provides software-based networking solutions. The Company offers internet protocol based voice, videos, communication, and messaging services, as well as multimedia subsystem, evolved packet core, and session border controller. MBMBA LLC: SARE Seeks Chapter 11 Bankruptcy ------------------------------------------- MBMBA LLC filed Chapter 11 protection in the Southern District of New York. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 10, 2024 at 2:00 p.m. at Office of UST (TELECONFERENCE ONLY). About MBMBA LLC MBMBA LLC is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). MBMBA LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22778) on September 11, 2024. In the petition filed by Moshe Brander, as managing member, the Debtor reports estimated assets up to $50,000 and estimated liabilities between $1 million and $10 million. Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor is represented by: H Bruce Bronson, Esq. BRONSON LAW OFFICES PC 480 Mamaroneck Ave HarrisonHarrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 Email: hbbronson@bronsonlaw.net MCDANIEL LOGGING: Case Summary & Three Unsecured Creditors ---------------------------------------------------------- Debtor: McDaniel Logging, LLC 5901 U.S. Hwy. 441 W. Pearson, GA 31642 Chapter 11 Petition Date: September 25, 2024 Court: United States Bankruptcy Court Southern District of Georgia Case No.: 24-50464 Judge: Hon. Michele J Kim Debtor's Counsel: William O. Woodall, Jr., Esq. WOODALL & WOODALL 1003 N. Patterson St. Valdosta, GA 31601 Tel: (229) 247-1211 Fax: (229) 247-1636 Total Assets: $718,973 Total Liabilities: $1,027,943 The petition was signed by Michael Glenn McDaniel as authorized representative of the Debtor. A full-text copy of the petition containing, among other items, a list of the Debtor's three unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/6AZ5VJQ/McDaniel_Logging_LLC__gasbke-24-50464__0001.0.pdf?mcid=tGE4TAMA MIDWEST CHRISTIAN: Gets Interim OK to Obtain $3M DIP Loan --------------------------------------------------------- Midwest Christian Villages, Inc. received interim approval from the U.S. Bankruptcy Court for the Eastern District of Missouri to obtain financing from UMB Bank, N.A. and use the lender's cash collateral. In the Sept. 22 order penned by Judge Kathy Surratt-States, the bankruptcy judge reaffirmed the findings from prior interim orders, emphasizing that the debtor-in-possession (DIP) financing was negotiated in good faith and at arm's length, with no better financing options available. The DIP loan amount is $3 million and Midwest and its affiliates are authorized to continue borrowing under the loan agreement. Meanwhile, the cash collateral usage and budget were updated to reflect the current needs of the companies' operations and restructuring efforts. The budget includes receipts and operating outflows, with a beginning cash balance of $2.3 million and projected ending balance of $1.75 million by September 28. Judge Surratt-States also approved protections for UMB Bank and other secured creditors, reaffirming their superpriority claims and liens under the Bankruptcy Code. About Midwest Christian Villages Midwest Christian Villages, Inc. operates a mix of independent, assisted and skilled nursing campuses in 10 locations across the Midwest, serving over 1,000 residents. Midwest Christian Villages and its affiliates filed their voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D. Mo. Lead Case No. 24-42473) on July 16, 2024, listing $1 million to $10 million in assets and $10 million to $50 million in liabilities. The petitions were signed by Kate Bertram, chief operating officer. Judge Kathy Surratt-States oversees the cases. The Debtors tapped Stephen O'Brien, Esq., at Dentons US, LLP and Summers Compton Wells, LLC as bankruptcy counsels; B.C. Ziegler and Company as investment banker; and Plante Moran as auditor and tax consultant. Kurtzman Carson Consultants, LLC, doing business as Verita Global, is the claims and noticing agent. The U.S. Trustee for Region 13 appointed an official committee to represent unsecured creditors in the Debtors' Chapter 11 cases. The committee tapped Cullen and Dykman, LLP as general counsel; Sandberg Phoenix & von Gontard P.C. and Schmidt Basch, LLC as local counsel; and Province, LLC as financial advisor. MIDWEST DOUGH: Calzone King Wins TRO in Franchise Dispute --------------------------------------------------------- In the case captioned as CALZONE KING, LLC, Plaintiff, vs. MIDWEST DOUGH GUYS, LLC, NICKOLAS ROWAN, and CORY ROWAN, Defendants, Case No. 24-cv-00335-BCB-MDN (D. Neb.), Judge Brian C. Buescher of the United States District Court for the District of Nebraska granted Calzone King's motion for temporary restraining order. In this case, the franchisor of the only national calzone restaurant franchise seeks an ex parte TRO prohibiting terminated franchisees from operating a competing business in the same location as the franchised business in violation of non-compete provisions of the applicable franchise agreements and from using the service mark of the franchise. The Court grants the Motion and issues an Ex Parte TRO, although more limited in scope than the franchisor requested. Calzone King is a New York limited liability company with its principal place of business in New York. Calzone King is the franchisor of D.P. Dough franchises, which is the only national calzone restaurant franchise. Calzone King has obtained the exclusive right from D.P. Dough Franchising, LLC, to license to franchisees the use of D.P. Dough Franchising's federally registered service mark "D.P. Dough." Calzone King's business model includes locating D.P. Dough restaurants near college campuses and offering late-night food delivery primarily marketed to local student populations. Calzone King provides its franchisees with access to The Calzone King System, which Calzone King alleges "is a unique style of restaurant operation for the sale of food products and beverages of uniform quality." Defendants Nickolas Rowan a/k/a Nickolas Seevers and Cory Rowan are both residents and citizens of the State of Nebraska. Seevers and Rowan are believed to be the sole members of Defendant Midwest Dough Guys, LLC, a Nebraska limited liability company with its principal place of business in Nebraska. On February 9, 2020, August 10, 2020, and October 28, 2020, Calzone King entered into Franchise Agreements with Midwest Dough Guys granting it the right to operate a D.P. Dough restaurant within 1.5 miles of the University of Nebraska in Lincoln, Nebraska, the Kansas State University in Manhattan, Kansas, and the University of Nebraska at Kearney, in Kearney, Nebraska, respectively. Each of the Franchise Agreements required Midwest Dough Guys to pay Calzone King a minimum weekly royalty of $150 per week (the Minimum Royalty Payments). After executing the Franchise Agreements, Midwest Dough Guys operated D.P. Dough Restaurants at the following locations: 1442 O Street in Lincoln, Nebraska; 105 West 11th Street in Kearney, Nebraska; and 1120 Moro Street in Manhattan, Kansas. Calzone King alleges that the gross sales of products or services between Calzone King and Midwest Dough Guys covered by the Franchise Agreements have exceeded $35,000 for the 12 months next preceding the filing of this lawsuit. Calzone King alleges further that more than 20% of Midwest Dough Guys' gross sales are intended to be or are derived from the Franchise Agreements. Calzone King alleges that breaches of the Franchise Agreements led it to terminate the Franchise Agreements by a letter dated August 9, 2024. The breaches consisted of Midwest Dough Guys filing a Chapter 11 bankruptcy petition in the United States Bankruptcy Court for the District of Nebraska on August 15, 2023, and after that petition was dismissed on November 28, 2023, filing a second Chapter 11 bankruptcy petition in the same court, which was also dismissed on June 25, 2024. Calzone King alleges that the bankruptcies demonstrate Midwest Dough Guys' insolvency and constituted acts of default under the Franchise Agreements. Midwest Dough Guys have ceased operating their Lincoln, Kearney, and Manhattan D.P. Dough restaurants, which is an act of abandonment under the Franchise Agreements. Calzone King alleges that as a direct and proximate result of Midwest Dough Guys' breaches, it has suffered and will suffer damages through the loss of the $150 per week minimum royalty for the remainder of the term of the Franchise Agreements. Calzone King alleges that the losses relating to the Lincoln Franchise agreement are $43,200 ($150 x 288 weeks); the losses relating to the Kearney Franchise are $50,250 ($150 x 335 weeks); and those relating to the Manhattan Franchise are $47,100 ($150 x 314 weeks). Calzone King filed its Verified Complaint in this matter on August 27, 2024, against Seevers, Rowan, and Midwest Dough Guys. Calzone King asserts both diversity subject-matter jurisdiction under 28 U.S.C. Sec. 1332, and federal question subject-matter jurisdiction under 28 U.S.C. Sec. 1331. Calzone King asserts three claims for breach of the three Franchise Agreements. Calzone King's fourth claim is for unfair competition pursuant to 15 U.S.C. Sec. 1125(a). The essence of this claim is the allegation that "Defendants' unauthorized use in commerce of the D.P. Dough service mark as alleged herein is likely to deceive consumers as to the origin, source, sponsorship, or affiliation of Defendants' products, and is likely to cause consumers to believe, contrary to fact, that Defendants' products are sold, authorized, endorsed, or sponsored by Plaintiff, or that Defendants are in some way affiliated with or sponsored by Plaintiff." Calzone King seeks a temporary restraining order, preliminary injunction, and permanent injunction inter alia prohibiting Defendants from using D.P. Dough's service mark, from conduct in violation of the Non-Compete Provisions of the Franchise Agreements and enforcing the terms of the Non-Compete Provisions of the Franchise Agreement. Calzone King also seeks damages in excess of $75,000, court costs, reasonable attorney's fees, and any other relief the Court deems just and equitable. On August 27, 2024, Calzone King also filed the Motion for Temporary Restraining Order now before the Court seeking temporary restraint of the Defendants consistent with the relief sought in the Verified Complaint. The Court says to obtain either a TRO or a preliminary injunction, "'[a] plaintiff . . . must establish [1] that he is likely to succeed on the merits, [2] that he is likely to suffer irreparable harm in the absence of preliminary relief, [3] that the balance of equities tips in his favor, and [4] that an injunction is in the public interest.'" Similarly, the Verified Complaint evidences the risk of irreparable harm to Calzone King from the Defendants' violations of the Non-Compete Provisions. Damages to Calzone King's reputation and goodwill are "not quantifiable," and Calzone King has shown an injury to its protectible franchise interest that "defies calculation." Judge Buescher says, "The Verified Complaint evidences the risk of irreparable harm to Calzone King from Defendants' violations of the Non-Compete Provisions." He explains, "Damages to Calzone King's reputation and goodwill are 'not quantifiable,' and Calzone King has shown an injury to its protectible franchise interest that 'defies calculation.' . As recognized in The Maids Int'l, 2017 WL 4277146, operating a competing business at the very site of the former D.P. Dough franchise will harm Calzone King's good will. As in Right at Home, LLC, 308237, it is evident that Calzone King will have difficulty recruiting another franchisee for the Lincoln territory as long as the former franchisee operates a business in violation of the Non-Compete Provision of the Lincoln Franchise Agreement using the training, practices, and policies developed and provided by Calzone King. Calzone King is also likely to suffer injury to its business reputation and its ability to manage its franchises if it is perceived as tolerating the Defendants' conduct. The harms here are not merely speculative, it is more than likely that the competing business is now serving the same products to the same customers in Lincoln, meaning that Calzone King has lost actual customers in the area covered by the Lincoln Franchise Agreement, and it could irreparably lose market presence in that area." On the showings in the Verified Complaint and in the circumstances presented, the Court concludes that an ex parte TRO on the terms set out in Sec. II.F. should issue. The Court concludes that while the TRO will be of short duration, it could potentially become a much longer-lasting preliminary injunction warranting a more significant security in the first place rather than the possibility of an adjustment in the security later. While the Court has no information at this time about Defendants' potential financial consequences from shutting down their business, even for a short time, the Court finds the impact of wrongfully enjoining or restraining their business would be significant. This is so, because the restraint would occur at the beginning of the academic year and at the beginning of the football season at the University of Nebraska at Lincoln where University students are Defendants' target customers. Consequently, the Court will require security in the amount of $15,000 cash or bond for the TRO to issue. A copy of the Court's decision is available at https://urlcurt.com/u?l=gs20FL About Midwest Dough Guys, LLC Midwest Dough Guys, LLC is an American chain of calzone restaurants. The Debtor first filed for Chapter 11 bankruptcy (Bankr. D. Neb. Case No. 23-40756) on August 15, 2023. That case was dismissed November 28, 2023. The Debtor again sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Neb. Case No. 24-40406) on April 30, 2024. In the petition signed by Nickolas T. Rowan, authorized representative, the Debtor disclosed up to $500,000 in assets and up to $10 million in liabilities. Judge Thomas L Saladino presided the case. John A. Lentz, Esq., at Lentz Law, PC, LLO, represented the Debtor as bankruptcy counsel. The 2024 case was dismissed on June 25, 2024. NAVIENT CORP: Has Student Loan Forgiveness Deal With Puerto Rico ---------------------------------------------------------------- Sydney Price of Law360 reports that Navient Corp. has reached an agreement with Puerto Rico's attorney general to forgive at least $7.7 million in private student loans after being accused of past predatory lending to student borrowers and pervasive loan servicing failures. About Navient Corp. Navient Corporation (Nasdaq:NAVI) is an American student loan servicer based in Wilmington, Delaware. Managing nearly $300 billion in student loans for more than 12 million debtors, the company was formed in 2014 by the split of Sallie Mae into two distinct entities: Sallie Mae Bank and Navient. NOVABAY PHARMACEUTICALS: Signs $9.5MM Asset Sale Agreement With PRN ------------------------------------------------------------------- NovaBay Pharmaceuticals, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that the Company, and PRN Physician Recommended Nutriceuticals, LLC, a Delaware limited liability company, entered into an Asset Purchase Agreement, pursuant to which PRN will acquire the Company's eyecare products sold under the Avenova brand and the related assets, which will constitute substantially all of the Company's operating assets. PRN, however, will not purchase any of the Company's other products and assets, including those that relate to the Company's wound care, urology or dermatology businesses. "This transaction allows our stockholders to more fully realize the value we have created over the past 10 years with the Avenova brand. We are particularly pleased to place Avenova with PRN, a well-established eyecare company that shares our commitment to providing best-in-class products that support ocular health," said Justin Hall, NovaBay CEO. "I believe we have found an ideal home for Avenova. We expect the brand to continue to grow and flourish under PRN's capable leadership and their ability to promote Avenova through their existing network of more than 5,000 eyecare professionals. It's gratifying to share that more people are using Avenova than ever before and with the support, resources and synergies that PRN can provide, we expect that number to continue to grow." Upon consummation of the Asset Sale Transaction as contemplated by the Purchase Agreement, the Company will sell the Purchased Assets to PRN and PRN will assume the specified Assumed Liabilities for an aggregate cash purchase price of (i) $9,500,000, plus or minus (ii) an amount equal to the difference between the net working capital amount immediately prior to the Closing and the target working capital value of $800,000. The Net Working Capital Amount will be determined by the parties commencing 90 days after the Closing with such calculation applying accounting principles agreed upon by the parties. If the Net Working Capital Amount is less than the Target Working Capital Value, then the amount of such difference shall be paid to PRN solely from the Escrow Amount, and if the Net Working Capital Amount is greater than the Target Working Capital Value, then such greater amount shall be paid by PRN to the Company subject to a limitation of $500,000. At the Closing, the Company and PRN will also enter into an escrow agreement, pursuant to which $500,000 of the Purchase Price will be held in an escrow account for a period of up to six months following the Closing to satisfy amounts payable by the Company for any post-Closing Net Working Capital Amount, or for indemnification claims. The Purchase Agreement, the Asset Sale Transaction and the other transactions contemplated by the Purchase Agreement have been unanimously approved by the Company's board of directors and the Asset Sale Transaction must also be approved by the Company's stockholders, as a condition to the Closing. The Closing is subject to the satisfaction or waiver of additional customary closing conditions including: (i) the parties' representations and warranties being true and correct, with certain of those representations and warranties being subject to materiality and Material Adverse Effect qualifications for purposes of satisfying this condition; (ii) the parties complying in all material respects with all of the covenants, agreements and obligations in the Purchase Agreement and the other transaction documents; (iii) each party receiving all approvals and authorizations required under the Purchase Agreement; (iv) no Material Adverse Effect has occurred and is continuing with respect to the Company; (v) the execution and/or delivery of certain related agreements and closing documents by each party; and (vi) the absence of any injunction or other legal prohibitions preventing consummation of the Asset Sale Transaction. The Company expects to close the Asset Sale Transaction in the fourth quarter of 2024. Upon completion of the sale of the Purchased Assets and the Avenova business to PRN, the Company will have sold substantially all of its revenue generating and operating assets. As a result, and, the Company plans, subject to the approval of the Company's stockholders, to pursue an orderly wind down and dissolution of the Company in accordance with Delaware law. Accordingly, the Company plans to maintain and distribute the net proceeds received from the Asset Sale Transaction in accordance with such Delaware liquidation and dissolution process. The Purchase Agreement contains customary representations and warranties provided by each of the Company and PRN to the other party that include those that relate to corporate organization, authority, the absence of conflicts, brokers and litigation. The Purchase Agreement also contains representations and warranties by the Company to PRN that relate to, among other things, title to the Purchased Assets, intellectual property matters, tax matters, regulatory matters, product liability and warranties, inventory, material contracts, compliance with laws, the sale process and the receipt of a fairness opinion. Similarly, the Purchase Agreement contains representations and warranties by PRN to the Company that relate to, among other things, PRN's debt financing process to fund the purchase price, its ownership of any Company common stock and its financial sufficiency and solvency. The representations and warranties of the Company and PRN in the Purchase Agreement will generally survive until the 12-month anniversary of the Closing date, except for certain Fundamental Representations designated to survive for 60 days after the expiration of the statute of limitations. The Purchase Agreement also contains covenants of the parties that are customary for a transaction of this nature, including covenants: (i) concerning the Company's business conduct in the ordinary course prior to the Closing; (ii) prohibiting the Company and its representatives from soliciting, initiating or knowingly inducing, encouraging or facilitating any competing acquisition proposal, subject to certain limited exceptions in line with the Board's fiduciary duties; (iii) allowing PRN to access the Company's information with respect to the Purchased Assets and the Avenova business; (iv) providing for PRN to secure debt financing on terms and conditions that are commercially reasonable to fund the Purchase Price; and (v) extending offers of employment to those employees of the Company who will be transferred to PRN upon the Closing. Pursuant to the Purchase Agreement, the Board also agreed to recommend to the Company's stockholders that they approve the Asset Sale Transaction at a special meeting of stockholders; however, the Board in certain limited circumstances may change its recommendation in response to a Qualifying Acquisition Proposal that constitutes a Superior Proposal. Additionally, the Company and PRN have agreed to use commercially reasonable efforts to satisfy the closing conditions to the Purchase Agreement. The Company and PRN have each agreed to indemnify the other party against certain losses due to breaches of their respective representations, warranties and covenants contained in the Purchase Agreement. In addition, the Company is indemnifying PRN for losses from the Excluded Assets (as defined in the Purchase Agreement) and the Excluded Liabilities. PRN is also indemnifying the Company for losses with respect to Assumed Liabilities. The indemnification provided by each of the Company and PRN for breaches of representations and warranties are subject to customary deductibles and caps and exceptions to such deductibles and caps, including in the case of fraud. Each party's indemnification obligations for losses to each other for breaches of representations and warrants and covenants is further subject to a limitation of the amount of the Purchase Price. The Purchase Agreement contains certain customary termination rights in favor of each of the Company and PRN. Subject to specified qualifications and exceptions, either the Company or PRN may terminate the Purchase Agreement (i) if the Closing has not occurred by December 31, 2024, (ii) if a court or other governmental authority restrains, enjoins, prohibits or otherwise makes illegal the consummation of the Asset Sale Transaction, (iii) if the Company does not receive Stockholder Approval for the Asset Sale Transaction, or (iv) if any of the representations and warranties of the other party become untrue or inaccurate or the Company breaches its covenants under the Purchase Agreement. PRN may also terminate the Purchase Agreement if the Board, prior to receiving Stockholder Approval, makes an Adverse Recommendation Change. The Company may also terminate the Purchase Agreement (a) to allow the Company to enter into a definitive agreement for a competing acquisition proposal that constitutes a Superior Proposal (as defined in the Purchase Agreement) and (b) if all conditions under the Purchase Agreement have been satisfied and PRN does not complete the Closing. PRN will be entitled to receive a termination fee of $500,000 under specified circumstances that include (A) termination of the Purchase Agreement by the Company to enter into a definitive agreement with respect to a Superior Proposal, (B) when the Company has effected an Adverse Recommendation Change or (C) if there is an Acquisition Proposal (as defined in the Purchase Agreement) and after the Purchase Agreement is terminated for specified reasons and then the Company consummates an Acquisition Proposal within twelve (12) months of termination. The Company will also be entitled to a termination fee of $500,000 if the Closing conditions in the Purchase Agreement have been satisfied and, after the Company provides PRN with written notice that it is ready to proceed with the Closing, PRN does not complete the Closing, including if PRN has not secured the Financing. The Company will prepare and file a proxy statement with the U.S. Securities and Exchange Commission and, in line with the Board's fiduciary duties and evaluation of available information to act in the best interests of the stockholders, the Board will recommend that the Asset Sale Transaction be approved by the Company's stockholders at a special meeting of the Company's stockholders. In connection with the approval of the Purchase Agreement, the Asset Sale Transaction, and the other transactions contemplated by the Purchase Agreement, the Board, upon analysis of the best way to provide a return of the significant intrinsic value of the Avenova business to the Company's stockholders if the Asset Sale Transaction is completed and after considering other factors, including the remaining assets of the Company after the Avenova business is sold, approved the voluntary liquidation and dissolution of the Company and adopted a Plan of Complete Liquidation and Dissolution of the Company, subject to the Purchase Agreement being entered into and effective and stockholder approval being received at a special meeting of stockholders. The Board's approval of the Plan of Dissolution became effective upon the signing of Asset Purchase Agreement on September 19, 2024. If the stockholders approve the Dissolution pursuant to the Plan of Dissolution, the Company currently plans to file a Certificate of Dissolution with the Secretary of State of Delaware and proceed with the Dissolution in accordance with the Plan of Dissolution and Delaware law as soon as practical following the special meeting and the Closing of the Asset Sale Transaction; however, such filing may be delayed or not filed at all as determined by the Board in its sole discretion. If the Asset Sale Transaction is consummated, the Company will receive consideration at Closing of $9,000,000, as adjusted (upward or downward) for the post-Closing net working capital adjustment, less transaction expenses, with an additional $500,000 to be held in escrow for a period of six months after the Closing. In general terms, if the Company dissolves pursuant to the Plan of Dissolution, the Company will cease conducting its business, wind up its affairs, dispose of its non-cash assets, pay or otherwise provide for its obligations, and distribute its remaining assets, if any, during a post-dissolution period. Pursuant to the statutory process, the distribution of the Company's assets will likely take a minimum of nine months, as required by the Delaware courts and Delaware law. With respect to the Dissolution, the Company will follow the dissolution and winding up procedures prescribed by the Delaware court under Delaware law. Through the liquidation and dissolution process, the Company intends, to the fullest extent possible, to pay its creditors and discharge its liabilities, as well as return as much value that may remain to stockholders and other stakeholders, including unsecured convertible note holders, and warrant holders, consistent with the stockholder approved Plan of Dissolution. Assuming the Asset Sale Transaction closes, and the Dissolution of the Company proceeds in accordance with the stockholder approved Plan of Dissolution and Delaware law, then the Company plans to update its stockholders, debt holders, warrant holders and preferred stockholder with additional information and written notice as the court supervised liquidation and dissolution progresses. Any distributions from the Company will be made to its stockholders according to their holdings of common stock and preferred stock as of the date the Company files a Certificate of Dissolution, which due to the Dissolution, shall also be the date on which the Company closes its stock transfer books and discontinues recording transfers of its common stock, except for transfers by will, intestate succession or operation of law. Accordingly, there will be limited ability to sell or transfer your Company securities after the Certificate of Dissolution is filed. The Purchase Agreement, the Asset Sale Transaction and the Dissolution are subject to the Company's stockholder approval. The Company intends to file a proxy statement with the SEC with respect to a special meeting of the Company's stockholders, at which meeting the Company's stockholders will be asked to, among other items, consider and approve the Asset Sale Transaction and the Dissolution pursuant to the Plan of Dissolution. The Board reserves the right to abandon the Dissolution and the Plan of Dissolution, even if approved by the Company's stockholders, if the Board, in its discretion, determines that the Dissolution or the Plan of Dissolution is no longer in the best interests of the Company and its stockholders. About Novabay Headquartered in Emeryville, California, NovaBay Pharmaceuticals, Inc. -- http://www.novabay.com/-- develops and sells scientifically created and clinically proven eyecare and skincare products. The Company's leading product, Avenova Antimicrobial Lid and Lash Solution, or Avenova Spray, is proven in laboratory testing to have broad antimicrobial properties as it removes foreign material, including microorganisms and debris, from the skin around the eye, including the eyelid. San Francisco, California-based WithumSmith+Brown, PC, the Company's auditor since 2010, issued a "going concern" qualification in its report dated March 26, 2024, citing that the Company has sustained operating losses for the majority of its corporate history and expects that its 2024 expenses will exceed its 2024 revenues, as the Company continues to invest in its commercialization efforts. Additionally, the Company expects to continue incurring operating losses and negative cash flows until revenues reach a level sufficient to support ongoing growth and operations. Accordingly, the Company has determined that its planned operations raise substantial doubt about its ability to continue as a going concern. Novabay reported a net loss of $9.64 million for the year ended Dec. 31, 2023, compared to a net loss of $10.61 million for the year ended Dec. 31, 2022. OCEAN POWER: Reveals First Quarter Fiscal 2025 Results ------------------------------------------------------ Ocean Power Technologies, Inc. announced financial results for its fiscal first quarter ended July 31, 2024, which included year over year reductions in operating expenses, operating loss, and cash burn. Recent Financial and Operational Highlights: Operating expenses of $4.9 million for Q125 decreased 39% as compared to operating expenses of $8.1 million for the same period in the prior year reflecting previously disclosed restructuring and streamlining activities. Use of cash for operating activities of $6.1 million for Q125 decreased 23% as compared to operating expenses of $8.0 million for Q124 reflecting previously disclosed restructuring and streamlining activities. * The Company's pipeline at approximately $92 million, as of July 31, 2024, is the largest in the Company's history, continues to grow, and reflects an increase in defense and security activity as well as an expansion of commercial opportunities. This compared to approximately $85 million for Q124. * The Company's backlog at July 31, 2024 was 5.3 million, a 71% increase over the backlog of $3.1 million at July 31, 2023, reflecting our previously announced efforts in Latin America and the Middle East. * In September 2024 we announced that we had received a further contract by the Naval Postgraduate School (NPS) in Monterey, California. This contract, which supports revenue generation in the near-term, adds to the deployment of OPT's PowerBuoy® as part of an ongoing initiative to enhance maritime domain awareness and connectivity in Monterey Bay and demonstrate the use of PowerBuoys® for multi-domain drone and communication integration. Building on the success of the previously announced NPS contract, which included installing AT&T 5G technology on a PowerBuoy®, this new order focuses on integrating advanced subsea sensors into a PowerBuoy® equipped with OPT's latest Merrows™ suite for AI capable seamless integration of Maritime Domain Awareness (MDA) across platforms and utilizing communication technologies from AT&T for NPS. The PowerBuoy® will provide carbon free, renewable energy for continuous, autonomous monitoring and data collection in one of the world's most strategically significant maritime environments. * In August 2024 we announced the signing of the latest of four new reseller agreements targeted at supporting global critical services. These agreements include opportunities for partnering with allied nations in areas like the South China Sea, previously announced efforts in Latin America and the Middle East and serving global commercial markets. These partnerships provide leverage to proactively serve the demand for our autonomous maritime technologies in geographies remote from OPT. We believe these partnerships will diversify our geographical market and further accelerate our growth and drive new revenue streams. * In August 2024 we announced a patent pending for our docking and recharging buoy technology, specifically designed for the WAM-V. This advanced system has already been successfully demonstrated, showcasing its potential to revolutionize the operational efficiency and endurance of autonomous surface vessels. This development aligns with our broader strategy to enhance the functionality and versatility of our Merrows™ Platform bringing artificial intelligence capable solutions to the ocean, thereby expanding our market reach, and supporting a greater range of customer needs. * In July 2024 we announced the signing of a reseller agreement with Geos Telecom, a prominent provider of maritime communication and navigation solutions in Costa Rica. This partnership marks a significant expansion of our presence in the Latin American market. We believe this agreement not only enhances our footprint in Latin America but also enables us to deliver advanced USV capabilities to a new customer base. * In July we announced we had been awarded a contract for immediate delivery of a PowerBuoy equipped with Merrows™ in the Midde East. We had previously announced our selection as a preferred supplier for our Merrows™ equipped buoys in the region. We believe this order for a solar and wind powered system highlights our ability to provide carbon free, renewable Merrows™ platforms in most all marine environments across the globe. Offering field tested technology solutions as complementary building blocks makes it possible for our customers to integrate WAM-Vs and PowerBuoys into their operations and to put configurable ocean intelligence into their hands. * In July 2024 we announced the signing of a reseller agreement with Survey Equipment Services, Inc. ("SES"), a specialist in the supply of Marine Survey and Navigation equipment. The agreement focuses on the provision of WAM-Vs, in the USA. This agreement allows us to leverage SES's offering of survey and navigation equipment and deploy WAM-Vs to SES's customer base. This partnership serves to further accelerates our growth and enables additional revenue stream. * In July 2024 we announced a partnership with Unique Group ("Unique"), a UAE headquartered global innovator in subsea technologies and engineering, offering multiple products and services to customers in a range of industry sectors. Unique has more than 600 employees and 20 operational bases around the world. Unique Group will collaborate to deploy our WAM-V in the UAE and other countries in the Gulf Collaboration Council ("GCC") region. Integrating our commercially available vehicles with Unique's leading position in the offshore energy industry in the UAE will accelerate the adoption of USVs in the region. Working with Unique Group will further facilitate our efforts to deploy USVs globally. * In June 2024 we announced the signing of an OEM agreement with Teledyne Marine, a division of Teledyne Technologies Inc. (NYSE: TDY) ("Teledyne"), a key supplier in maritime technologies inclusive of connectors, instruments, and vehicles. This strategic partnership aims to enhance our product offerings and drive innovation within the industry providing customers with a turnkey system. This agreement allows us to leverage Teledyne's best-in-class offerings to deliver superior sensor and ocean technology products to our customers. We believe this partnership will accelerate our growth and enable additional revenue streams. * In June 2024 we announced we had launched our Global 24/7 Service Support ("Services"). We were already servicing its Artificial Intelligence Capable Maritime Domain Awareness Solution, Merrows™, in regions such as Latin America and Sub-Saharan Africa. The new Services offering gives customers the opportunity for 24/7 support with tiered options to maintain operations around the globe. This new Services offering enables our customers to choose from a menu of options and determine the most cost-effective way to operate our PowerBuoys and USVs. It also positions us to add additional recurring revenues to our ongoing growth. Recent Technological Advancements: * In September 2024 we announced that we completed more than four months of offshore testing of our Next Generation PowerBuoy® ("PB") in the Atlantic Ocean off New Jersey. The solar and wind power equipped Next Generation PB was equipped with OPT's proprietary Artificial Intelligence capable Merrows™ suite of solutions. The system maintained 100% data uptime and the state of charge of the batteries remained over 90% throughout the deployment. During the deployment, several Intelligence, Surveillance, and Reconnaissance demonstrations for potential customers were completed. * In May 2024 the Company announced it was approaching 15MWh of renewable energy production from its family of PB. The recent launch of its Next Generation PB off the coast of New Jersey has materially accelerated average energy production by combining solar, wind, and wave energy production capabilities. The energy generation numbers are based on deployments in the Atlantic, Pacific, Mediterranean, and North Sea. OPT has demonstrated and delivered use cases as a proven solution for Anti-Submarine Warfare, Intelligence, Surveillance, and Reconnaissance, USV Charging, and Environmental Sensing. These numbers show that non-grid connected marine energy production is not just for the R&D community but is a commercially available solution. Management Commentary – Philipp Stratmann, OPT's President and Chief Executive Officer "We continue to make progress on our path towards profitability as evidenced by the continued growth in our pipeline, backlog, revenues, and gross margin. We have also made significant progress in stemming our losses, as evidenced by a material decrease in our operating costs. The previously announced substantial cessation of our R&D efforts and the realignment of our headcount to focus on execution has led to a reduction in payroll and engineering related expenditures, and we will continue to see further benefits of these efforts going forward. Our efforts to increase our backlog and pipeline in the defense and national security industry are paying off. Our recent contract wins with large government prime contractors enable us to provide autonomous vehicles and renewable energy buoys to various U.S. Government Agencies. In addition to these contract wins, we continue to deliver for our commercial customers, especially in the field of autonomous survey operations, enabling them to lower costs and carbon emissions. Additionally, our geographic footprint continues to expand, and we are seeing significant opportunities for growth in Latin America and the Middle East. Lastly, we continue to explore opportunities that will accelerate shareholder value generation, for example through resellers and partnerships in overseas locations, as we execute on our stated strategy, including cost optimization, accelerated revenue growth, partnerships, or other mechanisms." FINANCIAL HIGHLIGHTS – Q125 Income Statement: * Revenues for Q125 were $1.3 million, consistent with revenue recognized for Q124. Beginning in Q225, we expect higher levels of revenues and contributed backlog and bookings growth as near-term opportunities are realized. Trailing twelve-month revenue at July 31, 2024 was $5.6 million, a 70% increase over the trailing twelve-month revenue of $3.3 million at July 31, 2023. * Gross profit and margin for Q125 was $0.5 million and 34%, respectively, as compared to $0.7 million and 52%, respectively, for Q124 reflecting an increase in lower margin pass through revenue for Q125. * Operating expenses were $4.9 million in Q125, down from $8.1 million in Q124 and reflecting previously disclosed restructuring and streamlining activities. * Net loss was $4.5 million for Q125, as compared to a net loss of $7.0 million for Q124. The year-over-year decrease in net loss was primarily driven by the decrease in operating expenses noted above. Balance Sheet and Cash Flow: * Combined cash, restricted cash, cash equivalents and short-term investments as of July 31, 2024, was $3.3 million, consistent with the yearend balance at April 30th, 2024. * Bank debt remained at $0 as of July 31, 2024. * Net cash used in operating activities for the nine months ended Q125 was $6.1 million, compared to $8.0 million for the same period in the prior year. This reflects the decrease in operating expenses noted above, partially offset by the payment of the earnout related to our autonomous vehicles business due to the business exceeding expectations, investment in inventory to satisfy growing backlog, and payment of employment bonuses that were accrued during fiscal year 2024. About Ocean Power Technologies Ocean Power Technologies, Inc. -- https://oceanpowertechnologies.com/ -- provides intelligent maritime solutions and services that enable safer, cleaner, and more productive ocean operations for the defense and security, oil and gas, science and research, and offshore wind markets. The Company's PowerBuoy platforms provide clean and reliable electric power and real-time data communications for remote maritime and subsea applications. The Company also offers WAM-V autonomous surface vessels (ASVs) and marine robotics services. The Company's headquarters is located in Monroe Township, New Jersey, with an additional office in Richmond, California. Iselin, New Jersey-based EisnerAmper LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated July 25, 2024, citing that the Company has recurring net losses and net cash flow used in operations that raise substantial doubt about its ability to continue as a going concern. ONBE INC: S&P Withdraws 'B' Issuer Credit Rating ------------------------------------------------ S&P Global Ratings withdrew all of its ratings on Onbe Inc., including the 'B' issuer credit and issue-level ratings and '3' recovery rating, at the issuer's request. The company requested the withdrawal after it completed a refinancing and repaid its rated debt. The outlook was stable at the time of the withdrawal. OPGEN INC: TG Investment Holds 6.3% Equity Stake ------------------------------------------------ TG Investment Ltd. disclosed in Schedule 13G Report filed with the U.S. Securities and Exchange Commission that on August 23, 2024, it purchased 263,961 shares of Opgen Inc. Series E Convertible Preferred. On August 27, 2024, the TG Investment converted the Preferred Stock into 633,506 shares of Opgen Inc. Common Stock representing 6.3% of the shares outstanding based on 10,068,111 shares of Common Stock outstanding as of September 19, 2024, as provided by OpGen's Transfer Agent. A full-text copy of the TG Investment's SEC Report is available at: https://tinyurl.com/bddmetfr About OpGen OpGen, Inc. (Rockville, Md., U.S.A.) -- www.opgen.com -- is a precision medicine company harnessing the power of molecular diagnostics and bioinformatics to help combat infectious disease. The Company distributes molecular microbiology solutions that help guide clinicians with more rapid and actionable information about life-threatening infections to improve patient outcomes and decrease the spread of infections caused by multidrug-resistant microorganisms, or MDROs. West Palm Beach, Florida-based Beckles & Co., Inc., the Company's auditor since 2024, issued a "going concern" qualification in its report dated June 3, 2024, citing that the Company has incurred recurring losses from operations since inception and has stated that substantial doubt exists about the Company's ability to continue as a going concern. For the years ended December 31, 2023 and 2022, OpGen had net losses of $32.7 million and $37.3 million, respectively. As of June 30, 2024, Opgen had $2.87 million in total assets, $14.54 million in total liabilities, and a total stockholders' deficit of $11.67 million. PACIFIC LUTHERAN: S&P Affirms 'BB' Long-Term Rating on 2014 Bonds ----------------------------------------------------------------- S&P Global Ratings revised its outlook to stable from negative and affirmed its 'BB' long-term rating on Washington Higher Education Facilities Authority's series 2014 bonds, issued for Pacific Lutheran University (PLU). "The stable outlook reflects our view of the university's improved demand and momentum toward negotiating a favorable forbearance agreement and revised covenant requirements," said S&P Global Ratings credit analyst Megan Kearns. S&P said, "We assessed PLU's enterprise risk profile as adequate, characterized by good retention and graduation rates, solid faculty quality, and stabilized enrollment following several years of declines. We assessed PLU's financial risk profile as vulnerable, with recent large deficits and a high degree of contingent liability risk given the university's current levels of unrestricted resources. We believe that, combined, these credit factors lead to an anchor of 'bb' and a final rating of 'BB'. "We could consider a negative rating action if large operating deficits persist, resulting in additional violations of bond covenants or a material decline in resources. We could also consider a negative rating action if the university fails to finalize a forbearance agreement, though we believe that is unlikely. "We could consider a positive rating change if the university finalizes its forbearance agreement and lowers its risk of debt acceleration while generating consistent operating margins closer to breakeven. We would also expect the university to maintain at least stable enrollment and to maintain financial resource ratios." As of May 31, 2023, PLU had approximately $64.6 million of debt outstanding, including $40.6 million of series 2016 direct-purchase debt, $10.0 million of series 2014 fixed-rate debt, $8.5 million associated with a commercial mortgage, $5.0 million from a line of credit draw, and $590,000 of operating leases. PATHS PROGRAM: Hires Guidant Law PLC as Bankruptcy Counsel ---------------------------------------------------------- Paths Program, LLC seeks approval from the U.S. Bankruptcy Court for the District of Arizona to employ Guidant Law, PLC as bankruptcy counsel. The firm will advise and assist the Debtor with respect to its Chapter 11 bankruptcy proceedings. The firm will be paid at these rates: Attorneys $375 to $490 per hour Paralegals $125 to $175 per hour Paralegal Assistant $80 to $125 per hour The Debtor will pay the firm a fee deposit of $7,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. D. Lamar Hawkins, Esq., an attorney at Guidant Law, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: D. Lamar Hawkins, Esq. JoAnn Falgout, Esq. Karen Bentley, Esq. Guidant Law, PLC 402 E. Southern Ave. Tempe, AZ 85282 Tel: (602) 888-9229 Fax: (480) 725-0087 Email: lamar@guidant.law joann.falgout@guidant.law karen.bentley@guidant.law About Paths Program, LLC Paths Program, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Ariz. Case No. 24-07580) on Sept. 11, 2024, disclosing under $1 million in both assets and liabilities. The Debtor is represented by GUIDANT LAW, PLC. PAUL FELLER: Ex-Biz Partner Wins $6,750,000 Award ------------------------------------------------- Magistrate Judge Karen L. Stevenson of the United States District Court for the Central District of California issued Amended Findings of Fact and Conclusions of Law pursuant to Federal Rule of Civil Procedure 52(a) in the case captioned as PAUL FELLER, et al., Plaintiffs, v. ROBERT PETTY, et al., Defendants AND RELATED COUNTERCLAIMS, Case No. 18-cv-03460-KS (C.D. Calif.). Plaintiff Paul Feller is an individual who resides in Santa Barbara County, California. Plaintiff Cronus Equity, LLC is a Delaware limited liability company doing business in Santa Barbara County. It is a consulting company founded and operated by Mr. Feller. Robert Petty immigrated to the United States from Australia. In 2009, Mr. Petty founded Sky Digital Media Inc. He was the founder, director and shareholder of Sky. Mr. Petty met Mr. Feller in or around January 2015. Sky entered into a consulting agreement with Mr. Feller, whereby he was to be chairperson and CEO of Sky. In October 2015, Mr. Petty founded VOS Digital Group, Inc. As sole shareholder of VOS, Mr. Petty owned 8,500,000 shares of common stock and 2 million shares of preferred stock in VOS. In October 2015, Mr. Petty, as sole director of VOS, appointed Mr. Feller to the Board of Directors to help raise capital. The VOS Board of Directors authorized 4,250,000 shares of common stock and 1 million shares of preferred stock to be issued to Cronus Equity. Mr. Feller testified that, despite the 50/50 agreement, Mr. Petty had no ownership share in VOS because no shares were issued to Mr. Petty by the board of directors. Mr. Feller maintains that between October 2015 and December 2, 2015, VOS had no shareholders. In 2015-2017, Mr. Feller was a VOS director and full time CEO of Sky Digital Media. In February 2016, Mr. Feller filed for personal bankruptcy. In 2017, Mr. Feller resigned as CEO of Sky and resigned from the Sky Board of directors in February or March 2018. In 2019, Mr. Feller's bankruptcy was converted from Chapter 11 to 7. The Private Placement Memorandum for the 2016 VOS capital raise listed the offering price for VOS Digital shares as $1.00 per share. The PPM for the VOS share offering lists Mr. Petty or appointees as the owner of 4,250,00 shares and as owner of 1 million shares of preferred stock on August 2, 2016. The value of the shares owned by Cronus at the time of Mr. Feller's bankruptcy was at least $525,000 based on a one dollar per share offering price. At the time of the VOS capital raise, Mr. Feller was an equity holder of Cronus and a shareholder of VOS. The Court finds against Mr. Feller and Cronus on their claims for defamation; civil extortion; intentional interference with contractual relations; intentional interference with prospective economic relations; negligent interference with prospective economic relations; and for injunctive relief. Plaintiffs shall recover nothing on these claims. Based on the totality of the evidence, the Court concludes that statements Mr. Petty made regarding Mr. Feller's conduct in selling unauthorized shares of Mr. Petty's VOS shares, that Cronus improperly held funds specifically contributed to VOS and then created sham loans from Cronus back to VOS, were not false. Accordingly, Mr. Petty's statements were not defamatory, the Court states. The Court finds the trial evidence did not establish that Mr. Petty knew his threats to report Mr. Feller's wrongdoing in connection with VOS funds and the unauthorized sale of Mr. Petty's VOS shares were false. To the contrary, the Court found credible the evidence demonstrating that Mr. Petty's concerns were true and his actions to alert board members and/or investors were appropriate in light of Mr. Petty's fiduciary obligations. Therefore, Plaintiffs fail on the first prong of the civil extortion claim. Accordingly, Mr. Petty is entitled to have judgment entered in his favor on Plaintiffs' claim for civil extortion. According to the Court, the evidence at trial established that Mr. Petty, as founder of VOS and the larger shareholder at Sky, trusted and authorized counter defendants -- Mr. Feller, acting through his own company, Cronus -- to serve as Mr. Petty's agent in the sale of 1 million shares of VOS common stock. The uncontested evidence at trial established that Mr. Feller and Mr. Petty were to be equal, 50-50, partners in VOS. Mr. Feller owed a fiduciary duty to Mr. Petty as an officer and director of VOS. Mr. Feller, acting individually and/or through Cronus, breached that duty by making unauthorized sales of 2.5 million shares of Mr. Petty's VOS stock when Mr. Petty only authorized the sale of 1 million shares. The Court finds credible the evidence presented at trial that Mr. Petty only signed two stock transfer agreements for the sale of 1 million of his VOS shares and that the signatures purporting to be Mr. Petty's signature on the stock transfer agreements for the sale of an additional 1.5 million shares of Mr. Petty's VOS stock were fraudulent. Mr. Petty was damaged by Mr. Feller's breach of fiduciary duty. Mr. Petty's damages as a result of Mr. Feller's breach of fiduciary duty include: (1) the monetary value of the loss of 1.5 million VOS common shares, which, if valued at $1/share would be valued at $1.5 million; and (2) the economic value of Mr. Petty's loss of control of the company he founded. The Court concludes Mr. Petty has established by a preponderance of the evidence that Mr. Feller is liable for breach of fiduciary duty. Accordingly, judgment should be entered in Mr. Petty's favor on his counterclaim for breach of fiduciary duty and the Court awards total damages in the amount of $1.5 million. As to Mr. Petty's counterclaims, the Court finds Mr. Feller and Cronus, as counter defendants, liable on Mr. Petty's counterclaims for breach of fiduciary duty, conversion, fraud and deceit, negligent misrepresentation, securities fraud, and breach of contract. The Court finds against Mr. Petty as counter claimants on the counterclaim for fraudulent transfer. The Court awards total compensatory damages of $6,750,000 against the counter defendants for breach of fiduciary duty, fraud and deceit, conversion, negligent misrepresentation, and breach of contract. Further, the Court finds that counterclaimant's claims for an accounting, securities fraud, and the request to recover litigation costs as an element of compensatory damages, all fail as a matter of law. The Court declines to award punitive damages. A copy of the Court's decision is available at https://urlcurt.com/u?l=0Q726d Paul Herbert Feller filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 16-11313) on July 12, 2016, listing under $1 million in both assets and liabilities. The Debtor was represented by Reed H Olmstead, Esq. -- reed@olmstead.law -- at Hurlbett & Olmstead. The case was converted to Chapter 7 in 2019. PAVMED INC: Director Sundeep Agrawal Holds 12,195 Common Shares --------------------------------------------------------------- Sundeep Agrawal, a director at PAVmed Inc., filed a Form 3 Report with the U.S. Securities and Exchange Commission, disclosing direct beneficial ownership of 12,195 shares of the company's common stock. A full-text copy of Mr. Agrawal's SEC Report is available at: https://tinyurl.com/26t7h5uf Abut PAVmed PAVmed Inc. is a diversified commercial-stage medical technology company operating in the medical device, diagnostics, and digital health sectors. Its subsidiary, Lucid Diagnostics Inc. (NASDAQ: LUCD), is a commercial-stage cancer prevention medical diagnostics company that markets the EsoGuard Esophageal DNA Test and EsoCheck Esophageal Cell Collection Device -- the first and only commercial tools for widespread early detection of esophageal precancer to mitigate the risks of esophageal cancer deaths. Its other subsidiary, Veris Health Inc., is a digital health company focused on enhanced personalized cancer care through remote patient monitoring using implantable biologic sensors with wireless communication along with a custom suite of connected external devices. Veris is concurrently developing an implantable physiological monitor, designed to be implanted alongside a chemotherapy port, which will interface with the Veris Cancer Care Platform. New York, NY-based Marcum LLP, the Company's auditor since 2019, issued a "going concern" qualification in its report dated March 25, 2024, citing that the Company has a significant working capital deficiency, has incurred significant losses, and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2024, PAVmed had $39.41 million in total assets, $58.06 million in total liabilities, and a total stockholders' deficit of $18.64 million. PENCEL INC: Starts Subchapter V Bankruptcy Proceeding ----------------------------------------------------- Pencel Inc. filed Chapter 11 protection in the District of Columbia. According to court documents, the Debtor reports between $500,000 and $1 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. About Pencel Inc. Pencil Inc. operates as a non-profit organization. The Organization focuses on bringing together business professionals, educators, and public school students through in-school partnerships, mentoring, internships, and immersive experiences. Pencil serves communities in the State of New York. Pencel Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Col. Case No. 24-00309) on September 4, 2024. In the petition filed by Dr. Cheryl Y. Lee-Butler, as governor, the Debtor reports estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Honorable Bankruptcy Judge Elizabeth L. Gunn oversees the case. The Debtor is represented by: Anu KMT, Esq. KEMET HUNT LAW GROUP 7845 Belle Point Dr Greenbelt, MD 20770 Tel: (301) 982-0888 E-mail: akemet@kemethhuntlaw.com POST HOLDINGS: S&P Rates New $500MM Senior Unsecured Notes 'B+' --------------------------------------------------------------- S&P Global Ratings assigned its 'B+' issue-level rating and '4' recovery rating to Post Holdings Inc.'s proposed $500 million senior unsecured notes due 2034. The '4' recovery rating indicates its expectation for average (30%-50%; rounded estimate: 45%) recovery in the event of a payment default. The company will use the proceeds from these notes to redeem its $465 million of outstanding 5.625% senior notes due 2028 on or after Dec. 1, 2024, as well as to pay related fees and premiums. S&P expects this will be a net-leverage-neutral transaction. S&P said, "Post's operating performance through its third quarter ended June 30, 2024, was in line with our expectations. We estimate that the company will end fiscal year 2024 with leverage of between 4.5x and 5.0x. We expect that Post's leverage will remain below our 6.5x downgrade threshold for the current rating despite its continued appetite for acquisitions, which will likely cause its leverage to rise to 5x or above over the next few years." ISSUE RATINGS--RECOVERY ANALYSIS Key analytical factors -- Post is the issuer of all of the company's debt. Following this transaction, Post's debt structure will comprise a $1 billion revolving credit facility due 2029; $575 million 2.5% convertible notes due 2027; $1.25 billion 5.5% senior unsecured notes due 2029 ($1.24 billion outstanding); $1.65 billion 4.625% senior unsecured notes due 2030 ($1.4 billion outstanding); $1.8 billion 4.5% senior unsecured notes due 2031 ($981 million outstanding); $1.0 billion 6.25% senior secured notes due 2032; $1.2 billion senior unsecured notes due 2033; and $500 million senior unsecured notes due 2034. -- The senior secured facilities are unconditionally guaranteed by Post's existing and subsequently acquired direct and indirect domestic subsidiaries and secured by security interests in substantially all of its and its subsidiary guarantors' assets, including certain material real property. -- The unsecured notes are fully and unconditionally guaranteed on a senior unsecured basis by the company's existing and future domestic subsidiaries. Post's foreign subsidiaries will not guarantee the notes and account for less than 10% of its sales. -- Post is incorporated and headquartered in the U.S. In the event of an insolvency proceeding, S&P anticipates the company would file for bankruptcy protection under the auspices of the U.S. federal bankruptcy court system and would be unlikely to involve foreign jurisdictions. Simulated default assumptions -- S&P's simulated default scenario assumes strained liquidity from weak sales and profitability due to heightened competitive pressures (combined with higher commodity costs and a shift in consumer preferences toward other products or a major product recall). These factors hamper Post's margins and cash flow, rendering it unable to meet its fixed charges. -- Year of default: 2028 -- EBITDA at emergence: $711 million -- Emergence enterprise value multiple: 7x The emergence-level EBITDA takes into consideration a 20% operational adjustment (to reflect the recoupment of sales volume and cost-cutting efforts that improve margins) on top of the default-level EBITDA. The default EBITDA roughly reflects fixed-charge requirements of about $418 million in interest costs (we assume a higher rate because of default and include prepetition interest) and $175 million in minimal capital expenditure assumed at default. Simplified waterfall -- Gross recovery value: $5 billion -- Net recovery value for waterfall after administrative expenses (5%): $4.8 billion -- Obligor/nonobligor valuation split: 85%/15% -- Collateral value available to secured debt: $4.5 billion -- Estimated senior secured claims: $1.9 billion --Recovery expectations: 90%-100% (rounded estimate: 95%) -- Remaining value to unsecured claims: $2.8 billion -- Estimated unsecured debt claims: $6 billion --Recovery expectations: 30%-50% (rounded estimate: 45%) Note: All debt amounts include six months of prepetition interest. PRIME HARVEST: Plan Exclusivity Period Extended to Nov. 15 ---------------------------------------------------------- Judge Sarah A. Hall of the U.S. Bankruptcy Court for the Western District of Oklahoma extended Prime Harvest, Inc.'s exclusive period to file a chapter 11 plan of reorganization to November 15, 2024. In a court filing, the Debtor is the owner of 1765.96 acres located in Detroit, Texas. This site was selected by Debtor because of a virtually unlimited supply of fresh cold water which is extremely valuable to (a) a meat processing plant and (b) a large cold water fish farm (the "Project"). The Debtor obtained a loan from Legacy Bank to construct the Project. When the Project was completed, based upon its expected capacity, it could generate an estimated $30 million in annual net profits. The Debtor invested approximately $10 million while Legacy Bank advanced $22 million in loans on the Project. Legacy has a lien on substantially all of the Debtor's assets. The Debtor claims that it has been in negotiations with several lenders and has options to obtain new funding in the amount of $35,000,000.00 to be used to pay creditors in full and exit bankruptcy. Additional time is needed to finalize this funding. Finally, Debtor has been in contact with the North Dallas Municipal Water District ("NTMWD") about the potential sale of water for use in the Dallas area by approximately 90 communities. Out of all of its many potential future water sources, the NTMWD has identified the Prime Harvest water source as its top priority. The NTMWD has expressed its intent to enter into a purchase agreement. The Debtor believes that it will receive sufficient monies from water sales only to pay all creditors of the estate. Debtor had its water supply appraised recently by West Water Research, one of the top water appraisers in North America, for $96.8 to $121.1 million. The appraisal is confidential, but a copy will be supplied to any party requesting it. Additional time is needed to finalize water sales. Prime Harvest, Inc. is represented by: Stephen J. Moriarty, Esq. Fellers, Snider, Blankenship, Bailey & Tippens, PC 100 N. Broadway, Suite 1700 Oklahoma City, OK 73102 Telephone: (405) 232-0621 Facsimile: (405) 232-9659 Email: smoriarty@fellerssnider.com About Prime Harvest Prime Harvest, Inc., sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Okla. Case No. 24-10841) on April 1, 2024. In the petition signed by Calvin Burgess, president, the Debtor disclosed up to $100 million in assets and up to $50 million in liabilities. Stephen J. Moriarty, Esq., at Fellers, Snider, Blankenship, Bailey & Tippens, PC, serves as the Debtor's legal counsel. PRIMEX CLINICAL: Files Amendment to Disclosure Statement -------------------------------------------------------- Primex Clinical Laboratories, Inc., submitted a First Amended Disclosure Statement accompanying First Amended Chapter 11 Plan of Reorganization dated August 22, 2024. The Debtor has continued its business operations in Chapter 11 and intends to continue to operate its business after Confirmation of the Plan. The primary objective of the Plan is to effectuate a financial reorganization of the Debtor by restructuring its debts. Pursuant to the Plan, the Reorganized Debtor will make Distributions to Creditors on account of their Allowed Claims in accordance with the terms and conditions of the Plan. The Plan designates twelve Classes of Claims and one Class of Interests, which include all Claims against, and Interests in, the Debtor. These Classes take into account the differing nature and priority under the Bankruptcy Code of the various Classes and Interests. The Amended Disclosure Statement does not alter the proposed treatment for unsecured creditors and the equity holder: * Class 10 consists of all Allowed General Unsecured Claims. Class 10 is impaired by the Plan. Each holder of an Allowed Class 10 Claim will receive, in full and complete satisfaction, exchange and release of its Allowed Class 10 Claim, Pro Rata Distributions of any Class 10 Available Funds available for distribution to holders of Allowed Class 10 Claims, payable pursuant to the provisions of the Plan. Distributions will be made to the holders of Allowed Class 10 Claims solely from any Class 10 Available Funds. -- The Reorganized Debtor's obligations under the Plan to holders of Allowed Class 10 Claims will cease, and will be deemed to be fully and completely satisfied, extinguished and discharged, upon the third-year anniversary of the Effective Date regardless of the amount of Distributions made on account of Allowed Class 10 Claims; provided, however, that if the Reorganized Debtor has not paid to holders of Allowed Class 10 Claims Distributions totaling at least 10% of such Claims by the third-year anniversary of the Effective Date ("Class 10 Distribution Termination Date"), the Class 10 Distribution Termination Date will be extended for one (1) additional year and the Reorganized Debtor will pay to the holders of Allowed Class 10 Claims on the fourth-year anniversary of the Effective Date a final Distribution of any amounts to which such holders will be entitled under the Plan. * Class 11 is comprised of: (a) each Allowed General Unsecured Claim in an amount less than $1,000.00; and (b) any Allowed Class 10 Claim in an amount in excess of $1,000.00 which is reduced to $1,000.00 by a timely election made by the holder thereof. Each holder of an Allowed Class 11 Claim will be paid, within 15 Business Days after the Effective Date, a one-time Distribution equal to the lesser of $800.00 or 80% of its Allowed General Unsecured Claim, without interest, in full and complete satisfaction, exchange, discharge and release of its Allowed General Unsecured Claim. * Class 13 consists of the Interests of the Interest Holders. Class 13 is not impaired under the Plan. The Interest Holders will retain, without alteration or modification, all legal, equitable and contractual rights to which they are entitled pursuant to their Interests and the Governance Agreements. The Plan provides that, upon the Effective Date, the Interest Holders will retain their interests in the Reorganized Debtor. The Reorganized Debtor will be responsible for operating the Reorganized Debtor's business. All Distributions to Creditors under the Plan will be made solely from the Plan Fund established pursuant to the Plan. The Plan Agent appointed under the Plan will maintain the Plan Fund Assets, and will make Distributions in payment of Allowed Claims in accordance with the provisions of the Plan. Upon the Effective Date, Mr. Harootoonian, Aida Harootoonian and Lucy Lazarian-Hartoonian (defined in the Plan, collectively, as the "Insider Settlors") will pay jointly to the Reorganized Debtor a payment in the amount of $1,061,775 (defined in the Plan as the "Insider Settlement Payment"). The Insider Settlement Payment will be paid to settle and resolve, fully and completely, all Avoidance Claims that have been and that may be asserted against the Insider Settlors, in accordance with the terms and conditions of the Insider Settlement Agreement. The Plan Fund will be funded exclusively by the following: (a) the Insider Settlement Payment; (b) any Effective Date Available Cash Payment; (c) any Net Recoveries that the Reorganized Debtor may obtain from the assertion of any Causes of Action; and (d) any Net Cash Flow Payments. All Distributions to be made to Creditors under the Plan will be funded solely from Plan Fund Assets. Creditors will have no interest of any nature whatsoever in any other assets or properties of the Reorganized Debtor. A full-text copy of the First Amended Disclosure Statement dated August 22, 2024 is available at https://urlcurt.com/u?l=uxX6vZ from PacerMonitor.com at no charge. The Debtor's Counsel: Garrick A. Hollander, Esq. WINTHROP GOLUBOW HOLLANDER, LLP 1301 Dove Street, Suite 500 Newport Beach, CA 92660 Tel: 949-720-4100 Fax: 949-720-4111 E-mail: ghollander@wghlawyers.com About Primex Clinical Laboratories Primex Clinical Laboratories, Inc., a medical laboratory in Los Angeles, Calif., filed a voluntary Chapter 11 petition (Bankr. C.D. Calif. Case No. 23-11446) on Oct. 10, 2023. In the petition signed by its chief executive officer, Oshin Harootoonian, the Debtor disclosed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Judge Martin R. Barash oversees the case. Craig B. Garner, Esq., at Garner Health Law Corporation serves as the Debtor's bankruptcy counsel. PROMIENCE HOMES: Sec. 341(a) Meeting of Creditors on October 17 --------------------------------------------------------------- Prominence Homes & Communities LLC filed Chapter 11 protection in the Northern District of Alabama. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 17, 2024 at 2:30 p.m. at Creditor Meeting Room Birmingham. About Prominence Homes & Communities LLC Prominence Homes & Communities LLC is part of the residential building construction industry. Prominence Homes & Communities LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ala. Case No. 24-02790) on September 12, 2024. In the petition filed by Misty M. Glass, as manager, the Debtor reports estimated assets and liabilities between $10 million and $50 million each. Honorable Bankruptcy Judge D Sims Crawford handles the case. The Debtor is represented by: Stephen P. Leara, Esq. SPAIN & GILLON, LLC 505 North 20th Street Suite 1200 The Financial Center Birmingham, AL 35203 Tel: (205) 328-4100 Fax: (205) 324-8866 Email: sleara@spain-gillon.com PURDUE PHARMA: Sacklers Settlement Talks Extended to November 2024 ------------------------------------------------------------------ Jonathan Randles of Bloomberg News reports that Purdue Pharma LP said its making progress in settlement talks with members of the Sackler family who own the company and won another extension of a breathing spell that's shielded the family from civil lawsuits for years. Judge Sean Lane said Monday, September 23, 2024, he'd extend through November 1, 2024 an injunction that has paused suits against the Sacklers in order to continue facilitating talks with states, opioid victims and other creditors. About Purdue Pharma LP Purdue Pharma L.P. and its subsidiaries -- http://www.purduepharma.com/-- develop and provide prescription medicines and consumer products that meet the evolving needs of healthcare professionals, patients, consumers and caregivers. Purdue's subsidiaries include Adlon Therapeutics L.P., focused on treatment for Attention-Deficit/Hyperactivity Disorder (ADHD) and related disorders; Avrio Health L.P., a consumer health products company that champions an improved quality of life for people in the United States through the reimagining of innovative product solutions; Imbrium Therapeutics L.P., established to further advance the emerging portfolio and develop the pipeline in the areas of CNS, non-opioid pain medicines, and select oncology through internal research, strategic collaborations and partnerships; and Greenfield Bioventures L.P., an investment vehicle focused on value-inflection in early stages of clinical development. Opioid makers in the U.S. are facing pressure from a crackdown on the addictive drug in the wake of the opioid crisis and as state attorneys general file lawsuits against manufacturers. More than 2,000 states, counties, municipalities and Native American governments have sued Purdue Pharma and other pharmaceutical companies for their role in the opioid crisis in the U.S., which has contributed to the more than 700,000 drug overdose deaths in the U.S. since 1999. OxyContin, Purdue Pharma's most prominent pain medication, has been the target of over 2,600 civil actions pending in various state and federal courts and other fora across the United States and its territories. On Sept. 15 and 16, 2019, Purdue Pharma L.P. and 23 affiliated debtors each filed a voluntary petition for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 19-23649), after reaching terms of a preliminary agreement for settling the massive opioid litigation. The Debtors' consolidated balance sheet as of Aug. 31, 2019, showed $1.972 billion in assets and $562 million in liabilities. U.S. Bankruptcy Judge Robert Drain oversees the cases. The Debtors tapped Davis Polk & Wardwell, LLP and Dechert, LLP, as legal counsels; PJT Partners as investment banker; AlixPartners as financial advisor; and Grant Thornton, LLP as tax structuring consultant. Prime Clerk, LLC, is the claims agent. Akin Gump Strauss Hauer & Feld LLP and Bayard, P.A., represent the official committee of unsecured creditors appointed in the Debtors' bankruptcy cases. David M. Klauder, Esq., is the fee examiner appointed in the Debtors' cases. The fee examiner is represented by Bielli & Klauder, LLC. * * * U.S. Bankruptcy Judge Robert Drain in early September 2021 approved a plan to turn Purdue into a new company (Knoa Pharma LLC) no longer owned by members of the Sackler family, with its profits going to fight the opioid epidemic. The Sackler family agreed to pay $4.3 billion over nine years to the states and private plaintiffs and in exchange for a lifetime legal immunity. The deal resolves some 3,000 lawsuits filed by state and local governments, Native American tribes, unions, hospitals and others who claimed the company's marketing of prescription opioids helped spark and continue an overdose epidemic. Separate appeals to approval of the Plan have already been filed by the U.S. Bankruptcy Trustee, California, Connecticut, the District of Columbia, Maryland, Rhode Island and Washington state, plus some Canadian local governments and other Canadian entities. In early March 2022, Purdue Pharma reached a nationwide settlement over its role in the opioid crisis, with the Sackler family members boosting their cash contribution to as much as $6 billion. The settlement was hammered out with attorneys general from the eight states -- California, Connecticut, Delaware, Maryland, Oregon, Rhode Island, Vermont and Washington -- and D.C. who had opposed the previous settlement. QSR STEEL: Seeks to Extend Plan Filing Deadline to Oct. 16 ---------------------------------------------------------- QSR Steel Corporation, LLC, asked the U.S. Bankruptcy Court for the District of Connecticut to extend its period to file a chapter 11 plan of reorganization to October 16, 2024. The Debtor commenced the instant bankruptcy filing after suffering a substantial adverse arbitration award in the amount of $2,291,133.19 in favor of Haynes Construction Company, which award was confirmed by the Connecticut Superior Court on April 30, 2024, but which is presently on appeal to the Appellate Court. The Debtor is seeking protection under Subchapter V of Chapter 11 of the Bankruptcy Code to preserve its assets, which would otherwise be dismembered by the collection efforts of Haynes, with the objective of maintaining its operations and the employment of dozens of workers in the State and ultimately, of successfully reorganizing. As part of the plan formulation process, the Debtor is working with counsel and its financial advisor Marcum to pursue a consensual plan with its creditors. This will require obtaining the consent of the Debtor's largest unsecured creditor, Haynes. Haynes requested a substantial amount of documentation from the Debtor in order to engage in the plan formulation process. The Debtor explains that it is short-staffed with only one bookkeeper and has been trying to provide all documents that Haynes' counsel has asked for so it can begin discussions on a consensual plan. While Debtor has provided many of the documents (including a set of projected financials), the parties have not been able to commence said discussions. The Debtor claims that its counsel has been sidetracked in preparing for and participating in an upcoming hearing in another matter pending in Connecticut Superior Court. Specifically, the Debtor's counsel, Pullman & Comley, LLC, is counsel to the chapter 7 trustee of The Gateway Development Group, Inc, Howard P. Magaliff, in a proceeding that is scheduled for a hearing on an application for prejudgment remedy that is scheduled to start evidence on September 10, 2024 and continue until September 18, 2024. The Debtor asserts that it has been actively involved in pursuing its reorganization since the Petition Date and Debtor engaged its largest unsecured creditor and has attempted to comply with its lengthy list of documentation requests. Debtor is short-staffed with only one bookkeeper but the Debtor has almost fulfilled Haynes' requests and the parties will be able to engage in negotiations. Moreover, the Debtor's counsel has been distracted with the Carnicelli Matter that has involved heavy discovery and deposition practice and a six-day evidentiary hearing in the middle of the plan formulation period. These items are not attributable to the Debtor. QSR Steel Corporation, LLC is represented by: Irve Goldman, Esq. Pullman & Comley, LLC 850 Main Street, P.O. Box 7006 Bridgeport, CT 06601-7006 Tel: (203) 330 2000 Fax: (203) 576 8888 Email: igoldman@pullcom.com kmayhew@pullcom.com jkaplan@pullcom.com About QSR Steel Corporation LLC QSR Steel Corporation, LLC is a one-stop, full service structural steel company based in Hartford, Conn., offering everything from steel buildings to stairs and railings. The Debtor filed Chapter 11 petition (Bankr. D. Conn. Case No. 24-20562) on June 18, 2024, with $2,838,179 in assets as of March 31, 2024 and $2,124,057 in liabilities as of March 31, 2024. Glenn Salamone, member, signed the petition. Irve J. Goldman, Esq., at Pullman & Comley, LLC represents the Debtor as legal counsel. QUICKWAY ESTATES: Hires Bronson Law Offices P.C. as Counsel ----------------------------------------------------------- Quickway Estates, LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of New York to employ Bronson Law Offices P.C. as general bankruptcy counsel. The firm will provide these services: a. assist in the administration of this Chapter 11 proceeding; b. prepare or review operating reports; c. review claims and resolve claims which should be disallowed; d. defend lift stay motions; e. enter into a sale contract and file sale motion; and f. provide all other services necessary to confirm a plan in bankruptcy or defend the bankruptcy. The firm will be paid at these rates: Attorney $525 per hour Paralegal/ legal assistant $150 to $250 per hour The firm received retainer payments in the amount of $10,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. H. Bruce Bronson, Esq., a partner at Bronson Law Offices P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: H. Bruce Bronson, Esq. Bronson Law Offices P.C. 480 Mamaroneck Ave. Harrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 About Quickway Estates, LLC The Debtor is engaged in activities related to real estate. The Debtor owns land and building located at 5 Quickway Road, Monroe, NY 10950 valued at $3 million. Quickway Estates LLC in Monsey, NY, filed its voluntary petition for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 24-22114) on February 13, 2024, listing $3,000,000 in assets and $2,575,965 in liabilities. Mitchell Steiman as chief restructuring officer, signed the petition. Judge Sean H. Lane oversees the case. Davidoff Hutcher & Citron LLP serve as the Debtor's legal counsel. RAPTOR AUTO: Plan Filing Deadline Extended to Jan. 8, 2025 ---------------------------------------------------------- Judge Jil Mazer-Marino U.S. Bankruptcy Court for the Eastern District of New York extended Raptor Auto Transport Inc.'s period to file a small business chapter 11 plan of reorganization and disclosure statement, and obtain acceptance thereof to January 8, 2025 and April 8, 2025, respectively. As shared by Troubled Company Reporter, the Debtor claims that it simply needs time to reach an agreement with the Creditors with respect to adequate protection payments and resolution of their claims filed in this case, and thereafter to file a plan of reorganization and disclosure statement, offering treatment to the main and other remaining Creditors of the estate. The Debtor explains that the requested extensions of the exclusivity period to file a plan and disclosure statement will not harm any economic stakeholder. Rather, the time will be used to resolve a claim filed in this case. The Debtor states that it has responded to the exigent demand of its chapter 11 case and has worked diligently to advance the reorganization process. The Debtor should be afforded a full, fair and reasonable opportunity to negotiate, propose, file and solicit acceptances of its chapter 11 plan. Raptor Auto Transport Inc. is represented by: Alla Kachan, Esq. LAW OFFICES OF ALLA KACHAN, P.C. 2799 Coney Island Avenue., Suite 202 Brooklyn, NY 11235 Telephone: (718) 513-3145 Email: alla@kachanlaw.com About Raptor Auto Transport Inc Raptor Auto Transport Inc. filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.Y. Case No. 24-41140) on March 14, 2024, listing up to $50,000 in assets and $1,000,001 to $10 million in liabilities. Judge Jil Mazer-Marino presides over the case. Alla Kachan, Esq., at the Law Offices Of Alla Kachan P.C., is the Debtor's counsel. RED CLOAK: Seeks to Hire Calaiaro Valencik as Legal Counsel ----------------------------------------------------------- Red Cloak Wood Designs, Inc. seeks approval from the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Calaiaro Valencik as counsel. The firm will provide these services: a. preparation of the bankruptcy petition and attendance at the meeting of creditors; b. representation of the Debtor in relation to negotiating an agreement on cash collateral; c. representation of the Debtor in relation to acceptance or rejection of executory contracts; d. provision of advise to the Debtor with regard to its rights and obligations during the Chapter 11 case; e. representation of the Debtor in relation to any motions to convert or dismiss this Chapter 11; f. representation of the Debtor in relation to any motions for relief from stay filed by any creditors; g. preparation of the Chapter 11 Plan; h. preparation of any objection to claims in the Chapter 11; and i. representation of the Debtor in general. The firm will be paid at these rates: Donald R. Calaiaro, Attorney/Partner $450 per hour David Z. Valencik, Attorney/Partner $375 per hour Andrew K. Pratt, Attorney/Partner $325 per hour Paralegals, Paralegal $100 per hour The firm received from the Debtor a retainer in the amount of $3,738. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Donald R. Calaiaro, Esq., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Donald R. Calaiaro, Esq. 938 Penn Avenue, Suite 501 Pittsburgh, PA 15222-3708 Tel: (412) 232-0930 Fax: (412) 232-3858 Email: dcalaiaro@c-vlaw.com About Red Cloak Wood Designs, Inc. Red Cloak Wood Designs, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Pa. Case No. 24-21905-GLT) on August 2, 2024. The Debtor hires Calaiaro Valencik as counsel. RENNOVA HEALTH: Revises Stock Exchange Deal With FOXO ----------------------------------------------------- As previously disclosed, on June 10, 2024, Rennova Health, Inc. entered into two stock exchange agreements, each with FOXO Technologies Inc. The first agreement (the "Myrtle Agreement") provided for the Company to exchange all of its equity interest in its subsidiary, Myrtle Recovery Centers, Inc. for $500,000, payable in shares of FOXO's Class A Common Stock. This transaction closed on June 14, 2024. On June 25, 2024, the parties to the Myrtle Agreement entered into a Consent and Waiver, pursuant to which FOXO issued 1,023,629 shares of FOXO Common Stock to the Company on July 17, 2024 (which was the date of approval of the NYSE American, upon which the FOXO Common Stock is listed). Such shares represented $235,434.67 of the purchase price. Pursuant to the Consent and Waiver, the remainder of the purchase price ($264,565.33) is represented by a Note issued by FOXO to the Company. The Note is due on demand and payable in cash or, upon receipt of required approval of the issuance under the rules of the NYSE American, in shares of FOXO Common Stock. There is no guarantee that such approval will be received. The second agreement (the "RCHI Agreement") provided for the Company to exchange all of the outstanding shares of its subsidiary Rennova Community Health, Inc. for 20,000 shares of a to be authorized Series A Cumulative Convertible Redeemable Preferred Stock. Closing of the RCHI Agreement was subject to a number of conditions. On September 10, 2024, the parties to the RCHI Agreement entered into an Amended and Restated Securities Exchange Agreement which revised the consideration payable to the Company from shares of FOXO Preferred Stock to $100. In addition, RCHI issued to the Company a senior secured note in the principal amount of $22,000,000 (subject to adjustment). The RCHI Note matures on September 10, 2026 and accrues interest on any outstanding principal amount at the rate of 8% per annum for the first six months, increasing to 12% per annum thereafter. Upon an event of default, the interest rate shall increase to 20% per annum. The RCHI Note requires principal repayments equal to 10% of the free cash flow (net cash from operations less capital expenditures) from RCHI and its subsidiary Scott County Community Hospital, Inc. The RCHI Note will be reduced by payment of 25% of any net proceeds from sales of equity or assets by FOXO. The RCHI Note is guaranteed by FOXO and Scott County, pursuant to the terms of a Guaranty Agreement. The RCHI Note is also secured by the assets of RCHI and Scott County pursuant to a Security and Pledge Agreement and by the "Collateral" owned by FOXO as provided in the Security and Pledge Agreement with FOXO. The Amendment also provides that the Company may at any time request that FOXO seek approval of its shareholders of the issuance of FOXO Common Stock upon conversion in full of the shares of FOXO Series A Preferred Stock issuable upon exchange of the RCHI Note. At any time after receipt of such approval, the Company shall have the option to exchange, in whole or in part, the RCHI Note for shares of FOXO Series A Preferred Stock. Upon any such exchange, the Company will receive the equivalent of $1.00 stated value of FOXO Series A Preferred Stock for each $1.00 of the aggregate of principal and accrued and unpaid interest, liquidated damages and/or redemption proceeds (or any other amounts owing under the RCHI Note) being exchanged. Also, pursuant to the Amendment, FOXO expanded the size of its Board of Directors to five, and their Board elected Seamus Lagan and Trevor Langley to fill the vacancies on September 10, 2024. Mr. Lagan is the Chief Executive Officer and a director of Rennova and Mr. Langley is a director of Rennova. About Rennova Health Rennova Health, Inc. -- http://www.rennovahealth.com-- is a provider of health care services. The Company owns one operating hospital in Oneida, Tennessee known as Big South Fork Medical Center, a hospital located in Jamestown, Tennessee that it plans to reopen. In addition, the Company has a strategic investment in InnovaQor, Inc. Rennova Health reported a net loss available to common stockholders of $334.17 million for the year ended Dec. 31, 2022, compared to a net loss available to common stockholders of $500.87 million for the year ended Dec. 31, 2021. As of Dec. 31, 2022, the Company had $20.57 million in total assets, $49.67 million in total liabilities, and a total stockholders' deficit of $29.09 million. Salt Lake City, Utah-based Haynie & Company, the Company's auditor since 2018, issued a "going concern" qualification in its report dated April 17, 2023, citing that the Company has recognized recurring losses and negative cash flows from operations. This raises substantial doubt about the Company's ability to continue as a going concern. At Sept. 30, 2023, the Company had a working capital deficit and a stockholders' deficit of $41.5 million and $27.6 million, respectively. While the Company had net income of $1.5 million for the nine months ended September 30, 2023, it incurred a net loss of $0.5 million and $3.3 million for the three months ended Sept. 30, 2023, and the year ended Dec. 31, 2022, respectively. As of Nov. 14, 2023, its cash is deficient, and payments for its operations in the ordinary course are not being made. The Company said losses in prior years and other related factors, including past due accounts payable and payroll taxes, as well as payment defaults under the terms of outstanding notes payable and debentures, raise substantial doubt about the Company's ability to continue as a going concern for 12 months from the filing date of this report. ROCKLIN ACADEMY: S&P Affirms 'BB+' LT Rating on 2021A/B Rev. Bonds ------------------------------------------------------------------ S&P Global Ratings revised its outlook to positive from stable and affirmed its 'BB+' long-term rating on the California Enterprise Development Authority's series 2021A tax-exempt charter school revenue bonds and series 2021B taxable charter school revenue bonds ($40 million par), issued for Rocklin Academy (RA). At the same time, S&P Global Ratings assigned its 'BB+' long-term rating with a positive outlook to the authority's series 2024 tax-exempt charter school revenue bonds issued for RA. "The outlook revision to positive reflects our opinion of continued strengthening in Rocklin Academy's financial profile with financial performance that continues to outperform budgeted expectations, in addition to improved liquidity," said S&P Global Ratings credit analyst Amber Schafer. The series 2024 bonds are being issued to purchase the academy's Gateway facility, which it currently leases. The series 2024 bonds are being issued on parity with the academy's series 2021A and 2021B bonds, which were issued to acquire the academy's Western Sierra Collegiate Academy campus. RA is a public charter school with four high-performing schools serving students from pre-kindergarten through 12th grade in Placer County in Northern California, approximately 23 miles east of Sacramento. Total enrollment is expected to be generally stable at over 2,560 in fall 2024. ROSSWOOD REALTY: Seeks to Hire Ure Law Firm as Counsel ------------------------------------------------------ Rosswood Realty LLC seeks approval from the U.S. Bankruptcy Court for the Central District of California to employ Ure Law Firm as counsel. The firm will provide these services: a. advise the Debtor regarding matters of bankruptcy law and concerning the requirement of the Bankruptcy Code, and the Bankruptcy Rules relating to the administration of this case, and the operation of the Debtor's estate as a debtor in possession; b. represent the Debtor in proceedings and hearings in the court involving matters of bankruptcy law; c. assistance in compliance with the requirements of the Office of the United States trustee; d. provide the Debtor legal advices and assistance with respect to the Debtor's powers and duties in the continued operation of the Debtor's business and management of property of the estate; e. assist the Debtor in the administration of the estate's assets and liabilities; f. prepare necessary applications, answers, motions, orders, reports and/or other legal documents on behalf of the Debtor; g. assist in the collection of all accounts receivable and other claims that the Debtor may have and resolve claims against the Debtor's estate; h. provide advice, as counsel, concerning the claims of secure and unsecured creditors, prosecutions, and/or defense of all actions; and i. prepare, negotiate, prosecute and attain confirmation of a plan of reorganization. The firm will be paid at these rates: Thomas B. Ure $475 per hour Associates $375 per hour Law clerks $275 per hour Paralegals $175 per hour The firm received a retainer of $5,000 from Farhad Saedi, managing member of the Debtor. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas B. Ure, Esq., a partner at Ure Law Firm, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Thomas B. Ure, Esq. Ure Law Firm 8280 Florence Avenue, Suite 200 Downey, CA 90240 Telephone: (213) 202-6070 Facsimile: (213) 202-6075 Email: tom@urelawfirm.com About Rosswood Realty LLC Rosswood Realty LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 24-16036) on July 30, 2024. In the petition filed by Farhad Saedi, as managing member, the Debtor estimated assets between $1 million and $10 million and estimated liabilities between $500,000 and $1 million. The Honorable Bankruptcy Judge Neil W. Bason oversees the case. The Debtor is represented by: Thomas B. Ure, Esq. URE LAW FIRM 8280 Florence Avenue, Suite 200 Downey, CA 90240 Tel: (213) 202-6070 Fax: (213) 202-6075 Email: tom@urelawfirm.com SAI BABA: Hires Peters Thompson & Christian PA as Accountant ------------------------------------------------------------ Sai Baba Hospitality of NC, LLC seeks approval from the U.S. Bankruptcy Court for the Eastern District of North Carolina to employ Peters, Thompson & Christian, PA as accountant. The firm will provide these services: a. prepare Debtor's tax returns; b. provide general tax/accounting services; and c. consult, advise, and review past accounting and tax returns. The firm will be paid at a flat fee of $125 per month for payroll and reporting, $150 per month for general bookkeeping including sales and occupancy tax reporting, or an hourly rate of $95 to $260 per hour (depending on professional rendering services) for other work including income tax preparation. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Gary Peters, a partner at Peters, Thompson & Christian, PA, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Gary Peters Peters, Thompson & Christian, PA 328 New Bridge Street Jacksonville, NC 28540 Tel: (910) 347-2528 Email: gary@ptcpanc.com About Sai Baba Hospitality of NC Sai Baba Hospitality of NC LLC owns a hotel located at 2149 N Marine Blvd., Jacksonville, NC, having an appraised value of $4.3 million. Sai Baba Hospitality of NC LLC sought relief under Subchapter V of Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. N.C. Case No. 24-02714) on August 14, 2024, In the petition filed by Arti Jethwa, as general manager, the Debtor reports total assets of $4,300,000 and total liabilities of $1,900,000. Honorable Bankruptcy Judge David M. Warren oversees the case. The Debtor is represented by: Benjamin R. Eisner, Esq. THE LAW OFFICES OF OLIVER & CHEEK, PLLC PO Box 1548 New Bern, NC 28563 Tel: (252) 633-1930 Fax: (252) 633-1950 Email: ben@olivercheek.com SAM ASH: Clifford Chance Advises Gonher on Acquisition ------------------------------------------------------ Clifford Chance has advised Mexico-based Gonher Music Center on its acquisition, through newly formed US affiliates, of storied US music retailer Sam Ash. The 42-store retail chain filed for Chapter 11 bankruptcy protection in May 2024, citing declining sales as customers shifted to online shopping during the COVID-19 pandemic, and subsequently launched a court-supervised sale process under Section 363 of the Bankruptcy Code. Following a competitive auction in which Gonher Music Center emerged as the successful bidder, the Bankruptcy Court approved the sale and affiliates of Gonher Music Center acquired substantially all the assets of its e-commerce platform and wholesale businesses. This transaction closed in July 2024. The cross-practice team advising Gonher was led by partner Brian Lohan (Restructuring & Insolvency) and senior associate Stephanie Kilmer (Corporate/M&A). The wider US team included partners Michelle McGreal and Maja Zerjal Fink (Restructuring & Insolvency), Kevin Lehpamer (Corporate/M&A), and Violetta Kokolus (Intellectual Property), along with associates Madelyn Nicolini (Restructuring & Insolvency) and William Wilcox (Corporate/M&A). Beijing Corporate/M&A partner Yufei Liao and associate Jiahong Cai and trainee Ruiqi (Rickey) Yu advised on the Chinese law aspects of the transaction. About Sam Ash Music Corp. Sam Ash Music Corporation operates a chain of musical instrument retail stores. The Debtor offers guitars, basses, band and orchestra, drums, keyboards, live sound, recording gear, DJ and lighting. Sam Ash Music serves customers throughout the United States. Sam Ash Music Corp. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D.N.J. Case No. 24-14727) on May 9, 2024. In the petition filed by Jordan Meyers, as chief restructuring officer, the Debtor said estimated assets are between $100 million and $500 million and estimated liabilities are between $100 million and $500 million. The Honorable Bankruptcy Judge Stacey L. Meisel oversees the case. The Debtors tapped Cole Schotz P.C. as counsel; SierraConstellation Partners LLC as financial advisor; and Capstone Capital Markets, LLC as investment banker. SCILEX HOLDING: Reaches Agreement With Oramed on Note Payment Terms ------------------------------------------------------------------- Scilex Holding Company disclosed in a Form 8-K filed with the Securities and Exchange Commission that on Sept. 20, 2024, the Company and Oramed Pharmaceuticals Inc. entered into a letter agreement, pursuant to which the Company agreed to pay to Oramed $2,000,000 on Sept. 23, 2024, which payment shall be applied as follows: (i) $1,700,000 of such payment shall be applied to the amortization payment due under the Note on the March 21, 2025 and (y) $300,000 of such payment to purchase the Purchased Warrants. Oramed shall transfer the Purchased Warrants to the Company not later than two business days following the date on which Oramed has received the Specified September Payment. As previously disclosed by Scilex, on Sept. 21, 2023, the Company entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement with Oramed and the Agent. Pursuant to the Scilex-Oramed SPA, among other things, on Sept. 21, 2023, the Company issued to Oramed (i) a Senior Secured Promissory Note in an aggregate amount of $101,875,000, (ii) warrants to purchase up to an aggregate of 13,000,000 (subject to adjustment) shares of the Company's common stock, par value $0.0001 per share, with an exercise price of $0.01 per share and restrictions on exerciseability, including that certain Warrant to Purchase Common Stock No. ORMP CS-5 (as amended) and (iii) warrants to purchase an aggregate of 4,000,000 (subject to adjustment as provided therein) shares of Common Stock with an exercise price of $11.50 per share. Pursuant to the Letter Agreement, the parties agreed that, notwithstanding the definition of the "Exercise Eligibility Date" in the CS-5 Warrant, Oramed may immediately exercise the CS-5 Warrant with respect to up to 1,062,500 (subject to adjustment) shares of Common Stock subject to such warrant at any time after Sept. 20, 2024. The parties further agreed, upon receipt of the Specified September Payment, (i) that notwithstanding the minimum Liquidity requirements set forth in Section 7(b)(x) of the Note, the Company and its Subsidiaries shall be required to maintain the following minimum Liquidity during the specified time periods instead: from and after Sept. 19, 2024 until the Maturity Date, $0, and (ii) to extend the due date of the $20,000,000 amortization payment from Sept. 23, 2024 to Sept. 30, 2024. About Scilex Holding Headquartered in Palo Alto, Calif., Scilex Holding Company is focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and are dedicated to advancing and improving patient outcomes. Scilex's commercial products include: (i) ZTlido (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB, a potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults, expected to launch in the first half of 2024. San Diego, California-based Ernst & Young LLP, the Company's auditor since 2020, issued a "going concern" qualification in its report dated March 11, 2024, citing that the Company has negative working capital, has suffered losses from operations, has recurring negative cash flows from operations, and has stated that substantial doubt exists about the Company's ability to continue as a going concern. SEARS HOLDINGS: Florida Judge Rules in DSG Sublease Dispute ----------------------------------------------------------- In the case captioned as DICK'S SPORTING GOODS, INC., Plaintiff, v. FORBES/COHEN FLORIDA PROPERTIES, L.P., and THE GARDENS VENTURE, LLC, Defendants, CASE NO. 20-CV-80157-BER (S.D. Fla.), Judge Bruce E. Reinhart of the United States District Court for the Southern District of Florida issued a supplemental order resolving all of the legal issues related to the Sears bankruptcy. Sears filed for Chapter 11 bankruptcy on October 15, 2018. It is undisputed that, at that time, both the Forbes-Sears Sublease and the DSG Sublease were executory contracts of the debtor. The Bankruptcy Court approved an asset purchase agreement dated January 17, 2019 that divided the debtor's assets into two categories -- acquired assets and excluded assets. Transform Midco LLC, Transform Propco LLC, and Transform Operating Stores, LLC got the acquired assets. It is undisputed that the Forbes-Sears Sublease was one of the acquired assets. Similarly, Sears' liabilities were divided into assumed liabilities and excluded liabilities. The debtor retained the excluded liabilities and the excluded assets. The assumed liabilities -- which were transferred to Transform -- included "all liabilities arising after the APA "relating to the payment or performance of obligations with respect to the Assigned Agreements." "Assigned Agreements" included designatable leases, such as the Forbes-Sears Sublease. As part of the process for approving the APA, Transform filed a Notice of Cure Costs and Potential Assumption and Assignment of Executory Contracts and Unexpired Leases in Connection with Global Sale Transaction. That document identified the Forbes-Sears Sublease as an unexpired lease that Transform proposed to assume and assign. Forbes objected to the Forbes-Sears lease being assumed and assigned. While the objection was pending, on February 8, 2019, the bankruptcy court approved the sale of Sears' assets to Transform. The bankruptcy court preserved Forbes' objection to the assumption and assignment of the Forbes-Sears Sublease for later resolution. Forbes' objection was resolved through a confidential settlement agreement with an effective date of May 7, 2019. The parties to the settlement agreement were Forbes as "Landlord" and Transform as "Buyer." The parties agreed that, upon approval by the bankruptcy court, the Forbes-Sears Sublease "shall transfer to and be assumed by the applicable buyer." On May 13, 2019, the Bankruptcy Court entered an Order (I) Authorizing Assumption and Assignment of Certain Leases and (II) Granting Related Relief. The Assignment Order authorized Sears to assume and assign the Forbes-Sears Sublease to Transform. The assignment of the Forbes-Sears Sublease is subject to "any interests, covenants, or rights applicable to such real estate leases to the extent the same limit or condition the permitted use of the property such as easements, reciprocal easement agreements, operating or redevelopment agreements, covenants, licenses, or permits." The Fifth Amendment to the DSG Sublease was signed on June 27, 2019. In 2015, as part of the initial DSG Sublease, Sears had given a Guaranty of Termination Damages and Indemnity. The Fifth Amendment replaced that guaranty with a guaranty from Transform. On October 15, 2019, the Bankruptcy Court confirmed Sears' Chapter 11 reorganization plan. As part of that plan, any executory contract that had not been assumed and assigned was deemed rejected as of October 29, 2022. The parties dispute three primary issues relating to the Sears bankruptcy. First, whether Transform obtained exterior signage rights that could be sublet to DSG. Second, whether Transform could form a post-bankruptcy contract with DSG. Third, whether any damages caused by Defendants' tortious interference ended as a matter of law under the Sears Reorganization Plan in October 2022. Transform became a Major under the reciprocal easement agreements when it assumed the Forbes-Sears Sublease on May 19, 2019. Therefore, Transform had the right to give DSG external signage rights as part of the November 2019 Development Application, the District Court finds. Judge Reinhart says, "Transform had the right to enforce the REA, including its right as a Major to have exterior signage. First, there was an enforceable covenant running with the land. Second, Transform could enforce the REA because it was an intended beneficiary of the covenant. Third, Transform was a 'Major' under the REA. The REA defines a Major as 'Macy, Sears, or Federated and their respective successors and assigns.' Fourth, the right to have exterior signs could be given to a Major's sublessee. To summarize, the REA was a covenant running with the land. Transform had the right to enforce the REA. The REA gave Majors the right to have exterior signs. Transform was a Major, so it had the right to have exterior signs. That right could be sublet to DSG." The parties dispute whether, as a matter of law, a contract existed between Transform and DSG in November 2019 with which Defendants could have tortiously interfered. Defendants say (1) the DSG Sublease remained an asset of the bankruptcy estate that was never assumed and assigned to Transform (2) the Bankruptcy Code prevented Transform and DSG from forming a separate sublease outside of the bankruptcy until at least 2022 when the DSG Sublease was rejected as part of the Sears reorganization plan, and, (3) no new contract was formed because the Fifth Amendment lacked the necessary terms. In response, DSG says (1) even if the DSG Sublease was rejected in the bankruptcy in 2022, that breach did not terminate the contract or extinguish DSG's right to continue the sublease or amend it; (2) Defendants lack standing to challenge the validity of the Fifth Amendment; (3) DSG took on the DSG Sublease as an "Assumed Lease Liability" under Sec. 2.3 of the APA and the Assignment and Assumption; and (4) the Fifth Amendment was a sufficient writing to create a new contract between DSG and Transform. According to Judge Reinhart, "For the reasons explained in DSG's pleadings, the Bankruptcy Court's Assignment Order transferred the DSG Sublease from Sears to Transform as an Assumed Lease Liability under the APA. At that point, the DSG Sublease ceased to be an asset of the bankruptcy estate. Having acquired the DSG Sublease in this way, Transform had the legal authority to amend it and to separately sublease it to DSG without further approval from the Bankruptcy Court." Partial summary judgment is entered in favor of Plaintiff on the issue of whether a valid contract existed for purposes of Count I at the time of the November 2019 Development Application. DSG's Motion in Limine DSG's motion asked the District Court to "exclude evidence or argument suggesting that the treatment of the DSG Sublease or the REA in the Sears bankruptcy provides any defense to DSG's claims." DSG says that causation and damages must be analyzed on a "but for" basis. They say any evidence or argument that the DSG Sublease was rejected in the Sears bankruptcy and thereby affected causation or damages is irrelevant and would be unduly confusing for the jury. "After assignment and assumption, Transform was free to enter into a new relationship with DSG that included subletting exterior signage rights," Judge Reinhart concludes. The motion in limine is granted. In this Order and in the Summary Judgment Order, the District Court now has resolved the interpretation of the REA as a matter of law. It has also resolved the legal implications of the Sears bankruptcy and the Fifth Amendment to the DSG Sublease on the issues to be tried. These interpretations are binding on the parties for purposes of trial. No contrary arguments may be made to the jury. A copy of the Court's decision is available at https://urlcurt.com/u?l=Lm2P4N About Sears Holdings Corp. Sears Holdings Corporation -- http://www.searsholdings.com/-- began as a mail ordering catalog company in 1887 and became the world's largest retailer in the 1960s. At its peak, Sears was present in almost every big mall across the U.S., and sold everything from toys and auto parts to mail-order homes. Sears claims to be a market leader in the appliance, tool, lawn and garden, fitness equipment, and automotive repair and maintenance retail sectors. Sears and Kmart merged to form Sears Holdings in 2005 when they had 3,500 US stores between them. Kmart emerged in 2005 from its own bankruptcy. Unable to keep up with online stores and other brick-and-mortar retailers, a long series of store closings left it with 687 retail stores in 49 states, Guam, Puerto Rico, and the U.S. Virgin Islands as of mid-October 2018. At that time, the Company employed 68,000 individuals. As of Aug. 4, 2018, Sears Holdings had $6.93 billion in total assets against $11.33 billion in total liabilities. Unable to cover a $134 million debt payment due Oct. 15, 2018, Sears Holdings Corporation and 49 subsidiaries sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 18-23538) on Oct. 15, 2018. The Hon. Robert D. Drain is the case judge. The Debtors tapped Weil, Gotshal & Manges LLP as legal counsel; M-III Partners as restructuring advisor; Lazard Freres & Co. LLC as investment banker; DLA Piper LLP as real estate advisor; and Prime Clerk as claims and noticing agent. The U.S. Trustee for Region 2 appointed nine creditors, including the Pension Benefit Guaranty Corp., and landlord Simon Property Group, L.P., to serve on the official committee of unsecured creditors. The committee tapped Akin Gump Strauss Hauer & Feld LLP as legal counsel; FTI Consulting as financial advisor; and Houlihan Lokey Capital, Inc. as investment banker. The U.S. Trustee for Region 2 on July 9, 2019, appointed five retirees to serve on the committee representing retirees with life insurance benefits in the Chapter 11 cases. In February 2019, Bankruptcy Judge Robert Drain authorized Sears Holdings approval to sell the business to majority shareholder and CEO Eddie Lampert for approximately $5.2 billion. Lampert's ESL Investments, Inc., won an auction to acquire substantially all of Sears' assets, including the "Go Forward Stores" on a going-concern basis. The proposal allowed 425 stores to remain open and provided ongoing employment to 45,000 employees. The new parent is Transform SR Brands LLC, doing business as Transformco, referred to as "New Sears". Transform is an American privately held company formed on Feb. 11, 2019, to acquire some of the assets of Sears Holdings Corporation. The new company is owned by Eddie Lampert's ESL Investments. SENSORLOGIC INC: Hires Shimanek Law PLLC as Counsel --------------------------------------------------- Sensorlogic Inc. seeks approval from the U.S. Bankruptcy Court for the District of Montana to employ Shimanek Law P.L.L.C. as counsel. The firm's services include general counseling and local representation before the Bankruptcy Court in connection with the bankruptcy case. The firm will be paid at $300 per hour. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Matt Shimanek, Esq., a partner at Shimanek Law PLLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Matt Shimanek, Esq. Shimanek Law PLLC 317 East Spruce St. Missoula, MT 59802 Tel: (406) 544-8049 Email: matt@shimaneklaw.com About Sensorlogic Inc. Sensorlogic, Inc. filed a petition under Chapter 11, Subchapter V of the Bankruptcy Code (Bankr. D. Mont. Case No. 24-20112) on August 8, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Judge Benjamin P. Hursh presides over the case. Matthew F. Shimanek, Esq., at Shimanek Law, PLLC represents the Debtor as bankruptcy counsel. SHOMYA TEFILAH: Hits Chapter 11 Bankruptcy Protection ----------------------------------------------------- Shomya Tefilah LLC filed Chapter 11 protection in the Southern District of New York. According to court filing, the Debtor reports $1,550,000 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for Oct. 10, 2024 at 1:00 p.m. at Office of UST (TELECONFERENCE ONLY). About Shomya Tefilah LLC Shomya Tefilah LLC is the owner of real property located at 17 Koritz Way, Spring Valley, NY 10977 having an estimated value of $1.2 million. Shomya Tefilah LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 24-22765) on Sept. 9, 2024. In the petition filed by Jacob Rothschild, as managing member, the Debtor reports total assets of $1,200,000 and total liabilities of $1,550,000. The Honorable Bankruptcy Judge Sean H. Lane oversees the case. The Debtor is represented by: H. Bruce Bronson, Esq. BRONSON LAW OFFICES PC 480 Mamaroneck Ave HarrisonHarrison, NY 10528 Tel: (914) 269-2530 Fax: (888) 908-6906 E-mail: hbbronson@bronsonlaw.net SIGNATURE BANK: Tax Agency Urges Court to Toss FDIC Tax Refund Bid ------------------------------------------------------------------ Anna Scott Farrell of Law360 reports that a California tax collection agency asked a New York federal court to throw out Federal Deposit Insurance Corp. claims seeking a more than $20 million tax refund on behalf of the shuttered Signature Bank, saying the agency is entitled to wait for a potential IRS audit to end. About Signature Bank Headquartered in New York, Signature Bank, New York NY, was a full service commercial bank that serves privately owned business clients and their owners and senior managers. Signature Bank had 40 branches across the country in New York, California, Connecticut, North Carolina, and Nevada. Signature Bank, New York, NY, was closed March 12, 2023, by the New York State Department of Financial Services, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect depositors, the FDIC transferred all the deposits and substantially all of the assets of Signature Bank to Signature Bridge Bank, N.A., a full-service bank that will be operated by the FDIC as it markets the institution to potential bidders. SNAP MEDICAL: Hires Mendoza & Associates as Accountant ------------------------------------------------------ Snap Medical Transport, LLC seeks approval from the U.S. Bankruptcy Court for the Western District of Texas to employ Mendoza & Associates as accountant. The firm's services include providing regular, ongoing accounting, auditing and tax return preparation services and preparing monthly operating reports. The firm will be paid at these rates: Bookkeeping $575 per month Payroll $150 per month Reporting $250 Quickbooks subscription $70 As disclosed in a court filing, Mendoza & Associates is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mendoza & Associates, LLC 2023 Lockhill Selma Rd 1 San Antonio, TX 78213 Tel: (210) 960-9021 Email: info@mendozaassociatesllc.com About Snap Medical Transport, LLC Snap Medical Transport, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Tex. Case No. 24-51370) on July 23, 2024, with up to $500,000 in assets and up to $10 million in liabilities. David T. Cain, Esq. represents the Debtor as legal counsel. SOLDIER OPERATING: Seeks to Extend Plan Filing Deadline to Oct. 10 ------------------------------------------------------------------ Soldier Operating, LLC and Viceroy Petroleum, LP, asked the U.S. Bankruptcy Court for the Western District of Louisiana to extend its period to file a chapter 11 plan of reorganization and disclosure statement to October 10, 2024. The Debtors explain that they seek to provide an opportunity for more expeditious resolution and payment of claims through confirmation of a plan that contemplates a complex transaction substantially affecting (a) Viceroy's present assets in Louisiana and (b) Soldier's role as oil and gas operator of the Louisiana assets. The plan is being developed with the input of the unsecured creditors' committee. The Debtors claim that they need additional time to obtain an executed a letter of intent from the counterparty, Spectrum, LLC. Spectrum and Debtors have proposed and counter-proposed terms, and have reached an agreement in principle. The Debtors assert that their professionals are actively negotiating and pursuing the transaction. Members of Chaffe & Associates, the investment banking firm retained by Viceroy, have participated in numerous conferences with Debtors and Debtors' counsel (bankruptcy counsel and oil and gas counsel), and with Spectrum to discuss the proposed transaction. The Debtors submit that the requested extension will increase the likelihood of a successful joint plan of reorganization that maximizes the reorganization value, such that the requested extension is warranted and appropriate under the circumstances. Counsel to the Debtors: Bradley L. Drell, Esq. Heather M. Mathews, Esq. Gold Weems Bruser Sues & Rundell, APLC P.O. Box 6118 Alexandria, LA 71307-6118 Tel: (318) 445-6471 Fax: (318) 445-6476 Email: bdrell@goldweems.com About Soldier Operating Soldier Operating, LLC and Viceroy Petroleum, LP filed voluntary petitions for relief under Chapter 11 of the Bankruptcy Code (Bankr. W.D. La. Lead Case No. 24-50387) on May 13, 2024. In the petitions signed by Matthew Ferguson, president, Soldier Operating disclosed $5,615,631 in assets and $6,089,722 in liabilities. Judge John W. Kolwe presides over the cases. Bradley L. Drell, Esq., at Gold, Weems, Bruser, Sues & Rundell, APLC, is the Debtors' counsel. The U.S. Trustee appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped H. Kent Aguillard, Esq., and Caleb K. Aguillard, Esq., and Stewart Robbins Brown & Altazan, LLC as co-counsel. SOLUNA HOLDINGS: Cancels Pre-Paid Advances Under SEPA ----------------------------------------------------- Soluna Holdings, Inc. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that on August 12, 2024, the Company executed a Standby Equity Purchase Agreement with YA II PN, LTD., a Cayman Islands exempt limited company, under which Pre-Paid Advances could be made. Both parties have mutually decided not to proceed with the Pre-Paid Advances, and to continue to work within the SEPA, which will require the filing, and effectiveness, of an S-1 Registration Statement, meeting certain conditions precedent including the consent of third-parties and obtaining any required shareholder approvals. About Soluna Holdings Headquartered in Albany, New York, Soluna Holdings designs, develops, and operates digital infrastructure that transforms surplus renewable energy into global computing resources. The Company's modular data centers can be co-located with wind, solar, or hydroelectric power plants and support compute-intensive applications, including Bitcoin mining, generative AI, and scientific computing. This approach aids in energizing a greener grid while providing cost-effective and sustainable computing solutions. As of June 30, 2024, Soluna Holdings reported $98.68 million in total assets, $48.74 million in total liabilities, and $49.93 million in total equity. Going Concern The Company was in a net loss, has negative working capital, and has significant outstanding debt as of March 31, 2024. These factors, among others, indicate that there is substantial doubt about the Company's ability to continue as a going concern within one year after the issuance of the Company's condensed financial statements, according to the Company's Quarterly Report for the period ended March 31, 2024. SONOMA PHARMACEUTICALS: Amends Equity Distribution Deal With Maxim ------------------------------------------------------------------ As previously disclosed, on December 15, 2023, Sonoma Pharmaceuticals, Inc. entered into an Equity Distribution Agreement with Maxim Group LLC, pursuant to which the Company may offer and sell, from time to time, through Maxim, as sales agent or principal, shares of its common stock, $0.0001 par value per share. On March 8, 2024, the Company entered into an amendment to the Agreement. Sales of shares of common stock under the Agreement, as amended by Amendment No. 1, will be made pursuant to the registration statement on Form S-3 (File No. 333-275311), which was declared effective by the U.S. Securities and Exchange Commission on November 20, 2023, the prospects included therein, and a related prospectus supplement filed with the SEC on September 20, 2024. About Sonoma Pharmaceuticals Sonoma Pharmaceuticals, Inc. (NASDAQ: SNOA) -- http://www.sonomapharma.com/-- is a global healthcare company developing and producing stabilized hypochlorous acid, or HOCl, products for a wide range of applications, including wound care, eye care, oral care, dermatological conditions, podiatry, animal health care, and non-toxic disinfectants. The Company's products reduce infections, itch, pain, scarring, and harmful inflammatory responses in a safe and effective manner. In-vitro and clinical studies of HOCl show it to have impressive antipruritic, antimicrobial, antiviral, and anti-inflammatory properties. The Company's stabilized HOCl immediately relieves itch and pain, kills pathogens and breaks down biofilm, does not sting or irritate the skin, and oxygenates the cells in the area treated, assisting the body in its natural healing process. The Company sells its products either directly or via partners in 55 countries worldwide. Tampa, Florida-based Frazier & Deeter, LLC, the Company's auditor since 2021, issued a "going concern" qualification in its report dated June 17, 2024, citing that the Company has incurred significant losses and negative operating cash flows and needs to raise additional funds to meet its obligations and sustain its operations. These conditions raise substantial doubt about its ability to continue as a going concern. Sonoma Pharmaceuticals reported a net loss of $4,835,000 for the fiscal year ended March 31, 2024, compared to a net loss of $5,151,000 for the fiscal year ended March 31, 2023. As of June 30, 2024, Sonoma Pharmaceuticals had $13,673,000 in total assets, $8,698,000 in total liabilities, and $4,975,000 in total stockholders' equity. SOUTH COAST: Hires Van Horn Law Group as Legal Counsel ------------------------------------------------------ South Coast Equipment LLC seeks approval from the U.S. Bankruptcy Court for the Southern District of Florida to employ Van Horn Law Group as bankruptcy counsel. The firm's services include: (a) advise the Debtor with respect to its powers and duties as a debtor in possession and the continued management of its business operations; (b) advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare all legal documents; (d) protect the interest of the Debtor in all matters pending before the court; and (e) represent the Debtor in negotiation with its creditors in the preparation of a plan. The firm's hourly rates range from $150 to $450 per hour for law clerks, paralegals, and attorneys. The firm received a retainer in the amount of $11,738. Mr. Horn disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached through: Chad Van Horn, Esq. Van Horn Law Group, P.A. 500 NE 4th Street #200 Fort Lauderdale, FL 33301 Telephone: (954) 765-3166 Facsimile: (954) 756-7103 Email: Chad@cvhlawgroup.com About South Coast Equipment LLC South Coast Equipment LLC in Miami, FL, sought relief under Chapter 11 of the Bankruptcy Code filed its voluntary petition for Chapter 11 protection (Bankr. S.D. Fla. Case No. 24-19043) on Sept. 3, 2024, listing $618,928 in assets and $1,219,748 in liabilities. David Presmanes as president, signed the petition. Judge Laurel M. Isicoff oversees the case. VAN HORN LAW GROUP, P.A. serve as the Debtor's legal counsel. STERETT COMPANIES: Seeks Cash Access Extension Thru December 2 -------------------------------------------------------------- Sterett Companies, LLC asks U.S. Bankruptcy Court for the Western District of Kentucky Owensboro Division for authority to use cash collateral and to extend the Challenge Period for the Official Committee of Unsecured Creditors. This extension allows the Committee additional time to review and potentially contest the validity and priority of prepetition liens held by the lenders. The extension aims to facilitate thorough evaluations of the Debtors' financial status and the implications of recent asset sales, ultimately supporting the reorganization process and maximizing recovery for creditors. Initially, a challenge period was established, allowing the Official Committee of Unsecured Creditors to contest the validity of prepetition liens until January 10, 2024. Since then, the challenge period has been extended multiple times through agreed orders, reflecting ongoing negotiations and the need for adequate time for the Committee to review the Debtors' financial situation. Most recently, the Bankruptcy Court has entered an order to extend the challenge period, which was set to expire on September 30, 2024. This extension is granted to provide more time for the Committee to evaluate the results of a recent asset sale and to continue discussions regarding the stipulations acknowledged in previous orders. The new order establishes that the challenge period will now extend until either the effective date of a joint Chapter 11 plan filed by the Lenders and the Committee on December 2, 2024. This extension underscores the collaborative efforts among the Debtors, lenders, and the Committee to facilitate a successful reorganization process. Overall, the agreed extension reflects positive progress in the Debtors' cases and aims to ensure that all parties have sufficient time to address financial matters effectively as they move towards a potential plan confirmation. Counsel for the Debtors: Neil C. Bordy, Esq. William P. Harbison, Esq. Joseph H. Haddad, Esq. SEILLER WATERMAN LLC Meidinger Tower - 22nd Floor 462 S. Fourth Street Louisville, KY 40202 Tel: (502) 584-7400 Fax: (502) 583-2100 E-mail: bordy@derbycitylaw.com harbison@derbycitylaw.com haddad@derbycitylaw.com About Sterett Companies, LLC Sterett Companies, LLC, based in Owensboro, Kentucky, operates in the heavy equipment and logistics industry. The company specializes in services such as equipment rental, heavy hauling, and crane operations, catering to various sectors with an emphasis on safety and efficiency. Sterett Companies, LLC sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. W.D. Ky. Case No. 23-40625) on October 27, 2023. In the petition signed by William L. Sterett, III, CEO, the Debtor disclosed up to $50,000 in assets and up to $50 million in liabilities. Judge Charles R. Merrill oversees the case. Neil C. Bordy, Esq., at Seiller Waterman LLC, is the Debtor's legal counsel. STERLING CREDIT: Hires GGG Advisors LLC as Financial Advisor ------------------------------------------------------------ Sterling Credit Corp. seeks approval from the U.S. Bankruptcy Court for the Middle District of Florida to employ GGG Advisors, LLC as financial and plan advisor. The firm will advise debtor regarding the Debtor's financial condition, financial projections, valuations and marketability of assets, development and confirmation of a plan of reorganization and alternatives thereto, and related financial matters. The firm will be paid at these rates: Richard Gaudet $425 per hour Adam Cohen, partner $375 per hour The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Richard Gaudet, a partner at GGG Advisors, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Richard Gaudet GGG Advisors, LLC 3155 Roswell Rd NE, Suite 120 Atlanta, GA 30305 Tel: (404) 256-0003 Email: rgaudet@gggpartners.com About Sterling Credit Corp. Sterling Credit Corp. provides capital and collection services to customers. It is based in Altamonte Springs, Fla. Sterling Credit sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-02830) on June 4, 2024, with $10 million to $50 million in both assets and liabilities. William R. Ward, president, signed the petition. Judge Tiffany P. Geyer oversees the case. The Debtor is represented by Robert Drake Wilcox, Esq., at Wilcox Law Firm. On July 17, 2024, the U.S. Trustee for the Middle District of Florida appointed an official committee of unsecured creditors in this Chapter 11 case. The committee tapped Shuker & Dorris, PA as its counsel. STEWARD HEALTH CARE: Gets $4.5 Million Stalking Horse Bid --------------------------------------------------------- Emlyn Cameron of Law360 Bankruptcy Authority reports that embattled hospital operator Steward Health Care has informed a Texas bankruptcy judge that the company intends to accept a Texas-based Catholic health system's $4.5 million stalking horse offer for one of its facilities in the state. About Steward Health Care Steward Health Care System, LLC owns and operates the largest private physician-owned for-profit healthcare network in the U.S. Headquartered in Dallas, Texas, Steward's operations include 31 hospitals in eight states, approximately 400 facility locations, 4,500 primary and specialty care physicians, 3,600 staffed beds, and nearly 30,000 employees. Steward Health Care provides care to more than two million patients annually. Steward and 166 affiliated debtors filed Chapter 11 petitions (Bankr. S.D. Texas Lead Case No. 24-90213) on May 6, 2024. Judge Christopher M. Lopez oversees the proceeding. The Debtors tapped Weil, Gotshal & Manges, LLP as bankruptcy counsel; McDermott Will & Emery as special corporate and regulatory counsel; AlixPartners, LLP as financial advisor and John Castellano of AlixPartners as chief restructuring officer. Lazard Freres & Co. LLC, Leerink Partners LLC, and Cain Brothers, a division of KeyBanc Capital Markets Inc., provide investment banking services to the Debtors. Kroll is the claims agent. Susan N. Goodman has been appointed as patient care ombudsman in the Debtors' Chapter 11 cases. STOOL AND DINETTE: Court OKs Public Auction of Personal Property ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona on Sept. 25 approved the sale of Stool and Dinette Factory, Inc.'s personal property by public auction. The property consists of inventory and other tangible personal property used by the company to operate its furniture retail business in Scottsdale, Ariz. Stool and Dinette started an online bidding on Sept. 21 and hosted an in-person preview on Sept. 24. The online auction ran until Sept. 25. The company sold its property promptly due to the requirement to move out of the premises no later than Sept. 30. Buyers are required to pay for, and remove, their purchases within two days after the auction to facilitate the company's vacating the premises by the Sept. 30 deadline. The sale is "free and clear" of liens, claims, and interests, with the liens of the Arizona Department of Revenue and the U.S. Small Business Administration to attach to the proceeds. Cunningham & Associates, Inc., the auctioneer hired by the company, will get a commission of 35% of the gross proceeds. About Stool and Dinette Factory Stool and Dinette Factory, Inc. a company in Scottsdale, Ariz., filed its voluntary petition for Chapter 11 protection (Bankr. D. Ariz. Case No. 24-06900) on August 21, 2024, with $100,001 to $500,000 in assets and $500,001 to $1 million in liabilities. Kenneth L. Felder, president, signed the petition. Judge Paul Sala oversees the case. James F. Kahn, Esq., at Kahn & Ahart, PLLC serves as the Debtor's legal counsel. SUCCESS VILLAGE: Court Lifts Chapter 11 Stay -------------------------------------------- Daniel Tepfer of CTPost reports that dozens of Success Village residents cheered in the courtroom Thursday, September 19, 2024, as a federal bankruptcy judge agreed to lift the stay barring state court proceedings to appoint a financial overseer for the troubled 924-unit complex. Judge Julie Manning ruled that the case is to immediately go back before Superior Court Judge Dale Radcliffe, who appeared about to order that a receiver be appointed when a lawyer for the management of the co-op announced that they had filed bankruptcy, abruptly stopping the proceeding. The judge reserved decision on a request by lawyers for the city, the town of Stratford and two utility companies to dismiss the bankruptcy filing although she did say it appears the co-op's management was "seeking refuge in a bankruptcy case." She ruled that the automatic stay for bankruptcy proceedings did not apply to the city and the town of Stratford because it would prevent them from enforcing their police and fire authority. "It's a federal judge so there's not much to say about that," Tyreke Bird, the president of the co-op board said following the decision as he left the federal courthouse. He declined further comment. "The town of Stratford and the city of Bridgeport are grateful for the court's immediate ruling," said Richard Buturla, the lawyer for the two municipalities. "We look forward to getting back before Judge Radcliffe and we are hopeful a receiver will be appointed." Buturla, claimed that the co-op's management filed for bankruptcy in bad faith and ignored the bankruptcy judge's order to provide supporting documents. "In this case, the debtor filed chapter 11 on the eve of the likely appointment of a state court receiver to address a humanitarian crisis involving a critical and chronic lack of heat and hot water for thousands of residential tenants of the debtor, numerous and presently unabated safety, health and fire code violations by the debtor in the town of Stratford and the city of Bridgeport, the debtor's infrastructure failures, and the debtor's lack of a plan or the financial resources to remedy the urgent and ongoing crisis," Buturla's motion stated. Attorney Mathew Beatman, who argued the case before the judge for the city and Stratford, told her that both municipalities are very concerned about the complex's finances. Court documents show that two years ago the co-op had a surplus but now is $3 million in debt and has just $6,000 in the bank. "There is a question of where the money has gone, there is money somewhere we just don't know what happened to it," Beatman said. Norwalk attorney Mark Kratter, hired Wednesday afternoon by Bird to handle the bankruptcy case, was hardpressed to come up with a defense. "I just got hired yesterday," he repeated to questions from the judge, invoking laughter from the gallery. "You came into this case, you could have said no," the judge told him. Attorney Andre Cayo, who filed the bankruptcy application stood up to address the judge but was promptly told by her to sit down and say nothing because he had not filed the proper documents to represent the co-op. Bird and Cayo filed for bankruptcy on behalf of the complex that straddles the Bridgeport/Stratford line. The move came as the co-op's management was being pressed by Judge DaleRadcliffe to present a defense to lawsuits by the city, Stratford and utilities seeking to have a receiver appointed for the co-op. The bankruptcy filing halted the case, preventing Radcliffe from making a ruling. The city and town councils voted to file the lawsuits following the shutdown of the complex's heating system in May. State inspectors ordered the boilers shut down after finding them in a dangerous condition. No permanent heating system for the apartments has yet to be installed and many apartments are also without hot water. Under state, law if residents still don't have heat once heating season begins next month than the city and the town will be responsible for relocating the more than 2,000 residents. According to court testimony, the co-op owes $241,597 in back taxes to the town of Stratford and more than $2 million in delinquent taxes to Bridgeport. Among the expenses the co-op's management paid in 2023, according documents in court, was $923,000 in legal expenses, $422,000 in management fees and $289,000 in consulting expenses. Documents also showed numerous withdrawals that were made from the co-op's bank account at a bank branch on Boston Avenue on two days in February and one day in August. During the nearly three-hour hearing Judge Manning made it clear that she was concerned the co-op's residents are without heat and hot water and that there were numerous health and saftey violations there. About Success Village Apartments Inc. Success Village Apartments Inc. -- https://www.svanow.com/ -- is an apartment complex in Bridgeport, Connecticut. Success Village Apartments Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Ct. Case No. 24-50624) on Sept. 6, 2024. In the petition filed by Tyreke Bird, as president, the Debtor estimated assets and liabilities between $1 million and $10 million each. The Honorable Bankruptcy Judge Julie A. Manning oversees the case. The Debtor is represented by: Andre Cayo, Esq. 2777 Summer St. Stamford CT 06905 Tel: 203-517-0416 Email: CayoLaw@gmail.com SUNPOWER CORP: To Be Delisted From Nasdaq Effective Sept. 30 ------------------------------------------------------------ The Nasdaq Stock Market LLC (the Exchange) disclosed in a 25-NSE that it has determined to remove from listing the securities of SunPower Corporation, effective at the opening of the trading session on September 30, 2024. Based on review of information provided by the Company, Nasdaq Staff determined that the Company no longer qualified for listing on the Exchange pursuant to Listing Rules 5101, 5110(b), IM-5101-1, and 5250(c)(1). The Company was notified of the Staff determination on August 7, 2024. The Company did not appeal the Staff determination to the Hearings Panel. The Company securities were suspended on August 16, 2024. The Staff determination to delist the Company securities became final on August 16, 2024. About SunPower Headquartered in Richmond, California, SunPower (NASDAQ: SPWR) -- SunPower -- is a residential solar, storage, and energy services provider in North America. SunPower offers solar + storage solutions that give customers control over electricity consumption and resiliency during power outages while providing cost savings to homeowners. SunPower Corporation and nine of its affiliates sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del., Lead Case No. 24-11649) on August 5, 2024. In the petition signed by Matthew Henry as chief transformation officer, the Debtors disclosed total assets of $1,219,276,283 and total debts of $1,119,141,312 as of December 31, 2023. The Debtors have engaged Richards, Layton & Finger, P.A. and Kirkland & Ellis LP as bankruptcy counsel. Alvarez & Marsal North America, LLC serves as financial advisor to the Debtors. Moelis & Company LLC acts as investment banker to the Debtors, and Epiq Systems Inc. acts as notice and claims agent. SUPREME ELECTRICAL: Seeks Chapter 11 Bankruptcy Protection ---------------------------------------------------------- Supreme Electrical Services Inc. filed Chapter 11 protection in the Southern District of Texas. According to court documents, the Debtor reports between $1 million and $10 million in debt owed to 50 and 99 creditors. The petition states funds will be available to unsecured creditors. About Supreme Electrical Services Inc. Supreme Electrical Services Inc., doing business as Lime Instruments LLC, Lime Electric, and Bingo Interests, is a Houston-based global provider of leading-edge controls and instrumentation systems for the energy and industrial control markets. The Company offers a flexible hardware and software platform that can be configured and modified to meet the specific needs of the most challenging control applications. Supreme Electrical Services Inc. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. S.D. Tex. Case No. 24-90504) on September 11, 2024. In the petition filed by Christian Schwartz, as chief restructuring officer, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by: Michael P. Ridulfo, Esq. KANE RUSSELL COLEMAN LOGAN PC 5151 San Felipe Houston TX 77056 Tel: 713-425-7442 Email: mridulfo@krcl.com TAG FL LLC: Seeks Chapter 11 Bankruptcy Protection in Florida ------------------------------------------------------------- TAG FL LLC filed Chapter 11 protection in the Middle District of Florida. According to court filing, the Debtor reports $2,944,095 in debt owed to 1 and 49 creditors. The petition states funds will be available to unsecured creditors. A meeting of creditors under 11 U.S.C. Section 341(a) is slated for October 21, 2022 at 1:00 p.m. in Room Telephonically on telephone conference line: 877-801-2055. participant access code: 8940738#. About TAG FL LLC TAG FL LLC is the owner of real property located at 200 N. Harper Street, Laurens, SC 32819 valued at $1.5 million. TAG FL LLC sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-04923) on September 13, 2024. In the petition filed by Tarek Aly, as manager, the Debtor reports total assets of $1,500,000 and total liabilities of $2,944,095. The Honorable Bankruptcy Judge Lori V. Vaughan oversees the case. The Debtor is represented by: Kenneth D. Herron, Jr., Esq. HERRON HILL LAW GROUP, PLLC P.O. Box 2127 Orlando, FL 32802 Tel: 407-648-0058 Email: chip@herronhilllaw.com TEREX CORP: Moody's Affirms 'Ba2' CFR, Outlook Stable ----------------------------------------------------- Moody's Ratings affirmed Terex Corporation's Ba2 corporate family rating and Ba2-PD probability of default rating. Moody's also affirmed the Baa2 rating on the company's existing $600 million senior secured revolving credit facilities and Ba3 senior unsecured rating. Concurrently, Moody's assigned Baa3 ratings to the company's proposed $1.25 billion senior secured term loan and $800 million senior secured revolving credit facility (comprised of a $400 million US facility and $400 million multicurrency facility). Moody's will withdraw the ratings on the existing senior secured revolving credit facility at the close of the transaction. The outlook is stable. The company's speculative grade liquidity rating was unchanged at SGL-1. Proceeds from the term loan, an expected unsecured debt issuance and cash will be used to fund the $2 billion acquisition of the Environmental Solutions Group (ESG) of Dover Corporation (Baa1 stable) and transaction expenses. The rating on the new secured debt will be Baa3, one notch lower than the Baa2 on the existing secured debt, resulting from more secured debt in the new capital structure. The affirmation of the Ba2 CFR and stable outlook reflect Moody's view that Terex can absorb the impact of the debt financed acquisition without significant disruption despite a recent reduction in the company's guidance. Pro forma for the transaction, debt-to-LTM EBITDA would have been 3.2 times at June 30, 2024, up from 1.1 times. Recent developments have delayed Moody's expectation of the pace Terex will deleverage. Moody's now expect the company's debt-to-EBITDA will remain above 3 times over the next 12-18 months before improving significantly thereafter. RATINGS RATIONALE Terex's ratings reflect the company's good scale, healthy customer and geographic diversification and well established brands. Debt-to-EBITDA is low but will increase materially as a result of the acquisition. In addition, demand has softened in both Materials Processing (MP) and Aerial Work Platforms (AWP) because of customer and dealer fleet realignment in response to economic uncertainty and regional construction volatility. Moody's expect ESG will help reduce Terex's cyclicality because of its exposure to the stable waste collection market. The stable outlook reflects Moody's expectation that Terex will integrate the acquisition of ESG with minimal operational disruption. Moody's also expect revenue will decline in 2025, but the addition of the higher margin ESG business will enable Terex to generate over $350 million of free cash flow over the next year. The SGL-1 speculative grade liquidity rating reflects Moody's expectation that Terex will have very good liquidity over the next 12 to 18 months. The $800 million revolving credit facility will have $40 million drawn at the close of the transaction and will expire in 2029. The revolver has springing covenants that are tested when borrowings exceed 30% of the facility amount requiring maximum senior secured net leverage of 3 times. Moody's do not expect the covenants will be tested over the next twelve months. However, if the covenants were tested Moody's would expect the company to be in compliance. FACTORS THAT COULD LEAD TO AN UPGRADE OR DOWNGRADE OF THE RATINGS The ratings could be upgraded if Terex integrates ESG with minimal operational disruption and EBITA margin is sustained around 14%. The company would also need to demonstrate its commitment to reducing debt while maintaining very good liquidity and conservative financial policies. The ratings could be downgraded if the company experiences integration challenges with ESG or debt-to-EBITDA does not decline to below 3.0 times. Also, if liquidity weakens significantly or if the company implements a more aggressive financial policy with an increased focus on additional acquisitions or shareholder returns the ratings could be downgraded. Marketing terms for the new credit facilities (final terms may differ materially) include the following: Incremental pari passu debt capacity up to the greater of $925 million and 100% of consolidated EBITDA, plus unlimited amounts subject to 2.75x first lien net leverage ratio. There is an inside maturity up to the greater of $925 million and 100% of consolidated EBITDA. There are no "blocker" provisions which prohibit the transfer of specified assets to unrestricted subsidiaries. There are no protective provisions restricting an up-tiering transaction. Amounts up to 100% of unused capacity from the builder basket and the general restricted payment basket may be reallocated to incur debt. The principal methodology used in these ratings was Manufacturing published in September 2021. Headquartered in Norwalk, CT, Terex Corporation (NYSE: TEX) is a global manufacturer of material processing machinery and aerial work platforms. Terex designs, builds and supports products used in maintenance, manufacturing, energy, recycling, minerals and materials management, and construction applications. Terex engages with customers through all stages of the product life cycle, from initial specification to parts and service support. Following the close of the ESG acquisition, Terex will report in three business segments: Environmental Solutions, Materials Processing and Aerials. TERRAFORM LABS: Court Clears Liquidation Plan Despite Objections ---------------------------------------------------------------- Evan Ochsner of Bloomberg Law reports that Terraform Labs Pte. won approval of its liquidation plan after a bankruptcy judge overruled the objections of some retail users of the fallen digital asset platform. Judge Brendan Shannon of the US Bankruptcy Court for the District of Delaware on Thursday, September 19, 2024, said he'd enter an order confirming Terraform's liquidation plan. His ruling comes three months after the company agreed to pay $4.47 billion to resolve a US Securities and Exchange Commission lawsuit related to the firm's 2022 collapse. During Thursday's hearing, Shannon heard from former users of the platform who said their claims were being treated unfairly. About Terraform Labs Terraform Labs Pte. Ltd. -- https://www.terra.money/ -- is a startup that created Terra, a blockchain protocol and payment platform used for algorithmic stablecoins. It was co-founded by Do Kwon and Daniel Shin in 2018 in Seoul, South Korea. Terraform Labs introduced its first cryptocurrency token, TerraUSD, in 2019. Investment firms like Arrington Capital, Coinbase Ventures, Galaxy Digital, and Lightspeed Venture Partners helped Terraform Labs raise more than $200 million. The collapse of the stablecoins TerraUSD (UST) and Luna in May 2022 caused the temporary suspension of the Terra network, wiping out over $45 billion in market capitalization in a single week. Both of Terra Form Labs' founders have encountered legal problems as a result of the devaluation of the company's currency. In September 2022, South Korean prosecutors filed a warrant for Do Kwon's arrest. He was also added to Interpol's Red Notice list, which urges other law enforcement to find and detain him. Terraform Labs Pte. Ltd. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-10070) on Jan. 22, 2024. In the petition filed by Chris Amani, as chief executive officer, the Debtor estimated assets and liabilities between $100 million and $500 million each. The Debtor is represented by: Zachary I Shapiro, Esq. Richards, Layton & Finger, P.A. 1 Wallich Street #37-01 Guoco Tower 078881 TERVIS TUMBLER: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Tervis Tumbler Company. The committee members are: 1. Packsize, LLC Brady Pettit 3760 W. Smart Pack Way Salt Lake City, UT 84104 c/o Laura M. Brymer, counsel Fultz Maddox Dickens, PLC 101 S. Fifth Street, Ste, 2700 Louisville, KY 40202 2. SIC Products, LLC Erik Howe, Managing Partner 5130 Kristin Court Naples, FL 34105 c/o Anthony Manganiello, Counsel 2033 Main St., Ste. 600 Sarasota, FL34237 3. Association of Pickelball Professionals, LLC c/o Austin Weaver, General Counsel 303 E. Wacker Dr., #2200 Chicago, IL 60601 4. TMF Plastics Solutions, LLC Greg Kuppler, President c/o Shutts & Bowen LLP 4301 W Boy Scout Blvd, Suite 300 Tampa, FL 33607 c/o Clingen Callow & McLean, LLC John A. Lipinsky, Esq. 2300 Cabot Drive, Suite 500 Lisle, IL 60532 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Tervis Tumbler Co. Tervis Tumbler Co. -- https://www.tervis.com -- is a third-generation American-owned and -operated company, renowned for the durable construction of its drinkware, the timelessness of its decorations and designs, and the insulation qualities. Tervis Tumbler Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05274) on September 5, 2024, with $10 million to $50 million in both assets and liabilities. Hosana Fieber, president and chief executive officer, signed the petition. Judge Roberta A. Colton oversees the case. The Debtor is represented by Steven M Berman, Esq., at Shumaker, Loop & Kendrick, LLP. TERVIS TUMBLER: U.S. Trustee Appoints Creditors' Committee ---------------------------------------------------------- The U.S. Trustee for Region 21 appointed an official committee to represent unsecured creditors in the Chapter 11 case of Tervis Tumbler Company. The committee members are: 1. Packsize, LLC Brady Pettit 3760 W. Smart Pack Way Salt Lake City, UT 84104 c/o Laura M. Brymer, counsel Fultz Maddox Dickens, PLC 101 S. Fifth Street, Ste, 2700 Louisville, KY 40202 2. SIC Products, LLC Erik Howe, Managing Partner 5130 Kristin Court Naples, FL 34105 c/o Anthony Manganiello, Counsel 2033 Main St., Ste. 600 Sarasota, FL34237 3. Association of Pickelball Professionals, LLC c/o Austin Weaver, General Counsel 303 E. Wacker Dr., #2200 Chicago, IL 60601 Official creditors' committees serve as fiduciaries to the general population of creditors they represent. They may investigate the debtor's business and financial affairs. Committees have the right to employ legal counsel, accountants and financial advisors at a debtor's expense. About Tervis Tumbler Co. Tervis Tumbler Co. -- https://www.tervis.com -- is a third-generation American-owned and -operated company, renowned for the durable construction of its drinkware, the timelessness of its decorations and designs, and the insulation qualities. Tervis Tumbler Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05274) on September 5, 2024, with $10 million to $50 million in both assets and liabilities. Hosana Fieber, president and chief executive officer, signed the petition. Judge Roberta A. Colton oversees the case. The Debtor is represented by Steven M Berman, Esq., at Shumaker, Loop & Kendrick, LLP. THERAPEUTICS MD: Schedules 2024 Annual Meeting for Dec. 5 --------------------------------------------------------- TherapeuticsMD, Inc., disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it will hold its 2024 Annual Meeting of Stockholders on Thursday, December 5, 2024. Holders of record of the Company's common stock outstanding as of the close of business on Thursday, October 17, 2024, will be entitled to notice of, and to vote at, the 2024 Annual Meeting. The time, place and detailed information regarding the proposals to be presented at the 2024 Annual Meeting will be as set forth in the Company's definitive proxy statement for the 2024 Annual Meeting to be filed with the Securities and Exchange Commission. Because the scheduled date of the 2024 Annual Meeting is more than 30 days after the anniversary of the Company's 2023 annual meeting of stockholders, prior disclosed deadlines regarding the submission of stockholder proposals for the 2024 Annual Meeting are no longer applicable. The Company is hereby providing notice of certain revised deadlines for the submission of stockholder proposals in connection with the 2024 Annual Meeting. Stockholders who intend to present proposals for inclusion in the Company's proxy materials for the 2024 Annual Meeting pursuant to Rule 14a-8 promulgated under the Securities Exchange Act of 1934, as amended, must ensure that such proposals are received by the Company, in writing, at 951 Yamato Road, Suite 220, Boca Raton, FL 33431, and be directed to the attention of the Corporate Secretary, no later than September 30, 2024, which the Company has determined to be a reasonable time before it expects to begin to print and send its proxy materials for the 2024 Annual Meeting, and must furthermore comply with all applicable SEC rules, including the applicable requirements of Rule 14a-8. To be considered timely, stockholders who intend to present proposals for director nominations or any other proposal at the 2024 Annual Meeting must provide notice in writing to the Company at 951 Yamato Road, Suite 220, Boca Raton, FL 33431, and be directed to the attention of the Corporate Secretary, no later than the close of business on September 30, 2024, the tenth calendar day following September 20, 2024, the date of the Current Report on Form 8-K publicly announcing the date of the 2024 Annual Meeting. Stockholders are advised to review the Company's bylaws, as amended, which contain additional requirements regarding advance notice of stockholder proposals and director nominations. About TherapeuticsMD Inc. TherapeuticsMD Inc. was previously a women's healthcare company with a mission of creating and commercializing innovative products to support the lifespan of women from pregnancy prevention through menopause. In December 2022, the Company changed its business to become a pharmaceutical royalty company, primarily collecting royalties from its licensees. The Company is no longer engaging in research and development or commercial operations. West Palm Beach, Fla.-based Berkowitz Pollack Brant, Advisors + CPAs, the Company's auditor since 2023, issued a "going concern" qualification in its report dated March 29, 2024, citing that the Company's recent change in operations and negative cash flow position along with other conditions, raise substantial doubt about the Company's ability to continue as a going concern. TherapeuticsMD has incurred recurring net losses, including net losses of $10.3 million and $172.4 million for 2023 and 2021, respectively. As of June 30, 2024, TherapeuticsMD had $4.1 million in total assets, $12.5 million in total liabilities, and $27.7 million in total stockholders' equity. TRP BRANDS: Seeks to Hire HyperAMS LLC as Consultant ---------------------------------------------------- TRP Brands LLC seeks approval from the U.S. Bankruptcy Court for the Northern District of Illinois to employ HyperAMS, LLC as consultant. The firm's services include: a. procuring, at Debtors' cost and expense, sign packages to be used in the stores if Debtors so desires; b. recommending appropriate point-of-sale and external advertising for the Stores; c. recommending on a weekly basis appropriate discounting of and pricing of merchandise, and, if requested by Debtors, appropriate commission, bonus and incentive programs for the stores' employees; d. overseeing initial display and signing of multiple stores during the first week of the sale, which Debtors will utilize as a guide in setting up its other stores for the sale; e. developing sales and expense budgets prior to the kick off the sale, and update such periodically throughout the sale for discussion with the Debtors; f. evaluating sales of merchandise by category and providing liquidation level sales reporting in total on a daily basis; g. working with Debtors to develop the optimal level of additional inventory to purchase for the sale to be procured by Debtors during the course of the sale; h. participating in weekly conference calls with Debtors' management to discuss the progress of the sale and the need to implement updated discounts and strategies; i. maintaining the confidentiality of all proprietary or non-public information regarding Debtors of which HyperAMS or its representatives become aware, except for information that is public as of the date hereof or becomes public through no fault of Consultant; and j. providing such other related services deemed necessary or appropriate by Debtors and HyperAMS. The firm will charge a fixed fee equal to $130,000 for its work during the Sale, with $32,500 of the fixed fee paid within 48 hours of the date of the latter to occur of (i) the Court docketing its order approving this engagement, or (ii) the Debtors signing of this Agreement, and the balance billed ratably and paid on a weekly basis with the start date of the store closing sales and the end date initially set for December 31, 2024, and (b) a variable fee equal to one tenth of 1 percent of all sales revenue generated during the Sale, which variable fee shall be billed and paid on a weekly basis during the course of the engagement. Robert Pabst, a partner at HyperAMS, LLC, disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Robert Pabst HyperAMS, LLC 980 Carnegie Street Rolling Meadows, IL 60008 Tel: (847) 499-7033 About TRP Brands LLC TRP Brands, LLC and The RoomPlace Furniture & Mattress, LLC filed Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 24-01529) on Feb. 2, 2024. Valerie Berman-Knight, president, signed the petitions. At the time of the filing, TRP Brands reported up to $50,000 in assets and $50 million to $100 million in liabilities while RoomPlace reported up to $50,000 in assets and $100 million to $500 million in liabilities. Judge Deborah L. Thorne oversees the cases. E. Philip Groben, Esq., at Gensburg Calandriello & Kanter, P.C., is the Debtors' legal counsel. The U.S. Trustee for Region 11 appointed an official committee of unsecured creditors in these Chapter 11 cases. The committee tapped FisherBroyles, LLP as its legal counsel. TUPPERWARE BRANDS: Plan Standoff Delays Door-to-Door Workers Pay ---------------------------------------------------------------- Steven Church of Bloomberg News reports that Tupperware Brands' first day in bankruptcy court hit a sour note as the 78-year-old company that's synonymous with storing leftovers was forced to delay paying 465,000 door-to-door contractors because of a spat with lenders. According to Bloomberg News, the standoff threatens to quash Tupperware's revival plans before the company has a chance to hold a court-supervised auction designed to attract investors willing to save the money-losing business. That's because Tupperware has only $7.4 million in cash, but it can't spend any of it without approval from lenders. It owes its traveling contractors $1.4 million in commissions. About Tupperware Brands Tupperware Brands Corporation (NYSE: TUP) -- https://www.tupperwarebrands.com/ -- is a global consumer products company that designs innovative, functional, and environmentally responsible products. Founded in 1946, Tupperware's signature container created the modern food storage category that revolutionized the way the world stores, serves, and prepares food. Today, this iconic brand has more than 8,500 functional design and utility patents for solution-oriented kitchen and home products. The company distributes its products into nearly 70 countries, primarily through independent representatives around the world. Tupperware Brands sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 24-12166) on Sept. 17, 2024. In the bankruptcy petition, Tupperware reported more than $1.2 billion in total debts and $679.5 million in total assets. Kirkland & Ellis LLP is serving as legal advisor to Tupperware, Moelis & Company LLC is serving as the Company's investment banker, and Alvarez & Marsal is serving as the Company's financial and restructuring advisor. Epiq is the claims agent and has put up the page https://dm.epiq11.com/Tupperware UETEK: Amended Plan Clarifies Payroll Tax Claims Pay ---------------------------------------------------- UETEK submitted a Fourth Amended (Revised) Subchapter V Plan of Reorganization dated August 22, 2024. The revisions made to the Revised Plan include: * Section 2.1 of the Plan (page 12) has been revised to provide clarity regarding the status of the payroll tax claim filed by the Internal Revenue Service (the "IRS"), Proof of Claim 1.1, and the payroll tax claims filed by the California Employment Development Department (the "EDD"), Proof Claims 4.1 and 10.1. As these revisions indicate, the Debtor filed objections to Proofs of Claim 1.1 and 10.1. Proof of Claim 1.1 includes estimates of payroll tax claims based upon the assumption that the Debtor continued to run payrolls after June 30, 2023. It did not. Proof of Claim 10.1 is also based upon this erroneous assumption. In the objection, the Debtor asks the Court to reduce the allowed amount of Proof of claim to 1.1 to $821.89, which is the second quarter 2023 balance claimed due. This objection seeks the disallowance of Proof of Claim 10.1 in its entirety. The EDD's Proof of Claim 4.1 is not subject to objection (2nd Q 2023 taxes). The resolution of these claim objections will not affect the viability of the Plan. * Section 2.3 of the Plan has been modified to incorporate the revision requested by the Court at the status conference held on August 6, 2024, at 3:00 p.m. As revised, Section 2.3 advises the Court and the creditors that all objections to filed proofs of claim have been filed, and no further objections will be filed by the Debtor unless a new proof of claim is filed, or an existing claim is amended. * A typo was corrected on page 7 of the Plan. A full-text copy of the Fourth Amended (Revised) Subchapter V Plan dated August 22, 2024 is available at https://urlcurt.com/u?l=1b1PmO from PacerMonitor.com at no charge. Counsel to the Debtor: Sean A. O'Keefe, Esq. OKEEFE & ASSOCIATES LAW CORPORATION, P.C. 30 Newport Center Dr Newport Beach, CA 92660 Phone: (949) 334-4135 About Uetek Uetek is a wholesaler of grocery and related products. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 23-14201) on September 14, 2023. In the petition signed by Hsiang Woodby, chief executive officer, secretary, chief financial officer, the Debtor disclosed $779,202 in assets and $1,976,556 in liabilities. Judge Wayne Johnson oversees the case. Sean A. O'Keefe, Esq., at O'Keefe & Associates Law Corporation, PC, represents the Debtor as legal counsel. ULTRACUTS OF AMERICA: Seeks Court Approval to Use Cash Collateral ----------------------------------------------------------------- Ultracuts of America, Inc. asked the U.S. Bankruptcy Court for the Middle District of Florida for authority to use cash collateral retroactive to September 13. Ultracuts intends to use cash, accounts receivable and other income generated from its operations, which constitute cash collateral of its secured creditors including U.S. Small Business Administration (SBA). About $11,150 in assets are available as cash collateral. This cash collateral is necessary to fund Ultracuts' operating expenses and administration costs during its Chapter 11 proceedings, according to its attorney, Buddy D. Ford, Esq. Ultracuts will use the secured creditors' cash collateral in accordance with its proposed budget. To provide adequate protection to secured creditors, Ultracuts offers post-petition replacement liens on its assets, the right for creditors to inspect these assets with prior notice, and access to monthly financial documents. A court hearing is scheduled for Oct. 3. About Ultracuts of America Ultracuts of America, Inc. is a salon services provider based in Tampa, Fla. Ultracuts sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. M.D. Fla. Case No. 24-05468) on Sept. 13, 2024, with $100,001 to $500,000 in both assets and liabilities. Ultracuts President Eric Young signed the petition. Judge Roberta A. Colton presides over the case. Buddy D. Ford, Esq., represents the Debtor as legal counsel. VAPOTHERM INC: Closes Merger With Perceptive Advisors ----------------------------------------------------- Vapotherm, Inc. announced on September 20, 2024, that it has closed its merger with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, LLC. On June 17, 2024, the Company announced that it had signed a definitive agreement and plan of merger with a newly-formed entity organized and funded by an affiliate of Perceptive Advisors, LLC, a leading health care investment firm, and its Perceptive Discovery Fund. Concurrently with the entry into the definitive agreement and plan of merger, the Company's existing lender, investment affiliates managed by SLR Capital Partners agreed to convert approximately $83 million of term debt into preferred equity of the newly-formed entity, and Perceptive would invest $50 million of new preferred equity capital into the business, a portion of which would be used to fund the merger consideration and make certain closing-related payments. SLR would retain $40 million of term debt post-closing. Effective as of the closing of the merger, trading of Vapotherm's common stock has been suspended on OTCQX, and Vapotherm has requested that its common stock be delisted from OTCQX. Cooley LLP acted as legal counsel to Perceptive and Latham & Watkins LLP acted as legal counsel to SLR. Scalar, LLC acted as financial advisor to the Special Committee and Ropes & Gray LLP acted as legal counsel to the Company. A full-text copy of the Company's report filed on Form 8-K with the Securities and Exchange Commission is available at: https://tinyurl.com/bds8ps76 About Vapotherm Vapotherm, Inc. (OTCQX: VAPO) -- www.vapotherm.com -- is a publicly traded developer and manufacturer of advanced respiratory technology based in Exeter, New Hampshire, USA. The Company develops innovative, comfortable, non-invasive technologies for respiratory support of patients with chronic or acute breathing disorders. Over 4.4 million patients have been treated with the use of Vapotherm high velocity therapy systems. Vapotherm reported a net loss of $14.84 million for the three months ended March 31, 2024, compared to a net loss of $18.09 million for the three months ended March 31, 2023. As of March 31, 2024, the Company had $71.91 million in total assets, $140.39 million in total liabilities, and a total stockholders' deficit of $68.48 million. New York, New York-based Grant Thornton LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated Feb. 22, 2024, citing that the Company incurred a net loss of $58.2 million and generated a cash flow deficit from operations of $24.3 million during the year ended Dec. 31, 2023, and as of that date, the Company had stockholders' deficit of $55.3 million. These conditions, along with other matters, raise substantial doubt about the Company's ability to continue as a going concern. * * * This concludes the Troubled Company Reporter's coverage of Vapotherm until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. VISION CAPITAL: Hires Theodore N. Stapleton P.C. as Counsel ----------------------------------------------------------- Vision Capital Holdings, Ltd, Co. seeks approval from the U.S. Bankruptcy Court for the Northern District of Georgia to employ Theodore N. Stapleton P.C. as counsel. The firm will provide these services: a. advise the Debtor generally regarding matters of bankruptcy law; b. prepare and assist in the preparation of pleadings, exhibits, applications, reports, and accounting in connection with the Debtor's schedules, and other documents necessary to the administration of these proceedings; c. investigate, analyze and evaluate potential claims of the estate, including claims for recovery of avoidable transfers under the Bankruptcy Code; d. advise the Debtor concerning Chapter 11 plans and alternatives thereto; e. represent the Debtor at hearings and conferences with regard to administration of this case and any of the foregoing matters and prepare pleadings and papers in connection therewith; and f. represent and assist the Debtor with regard to any and all other matters relating to administration of the case. The firm will be paid at these rates: Theodore N. Stapleton $600 per hour Attorneys $200 to $600 per hour Paralegals and Project Assistants $50 to $75 per hour The Debtor paid the firm a retainer of $12,000. The firm will also be reimbursed for reasonable out-of-pocket expenses incurred. Theodore N. Stapleton, Esq., a partner at Theodore N. Stapleton, P.C., disclosed in a court filing that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Theodore N. Stapleton, Esq. Theodore N. Stapleton, P.C. 2802 Paces Ferry Road SE, Suite 100-B Atlanta, GA 30339 Tel: (770) 436-3334 Email: tstaple@tstaple.com About Vision Capital Holdings, Ltd, Co. Vision Capital Holdings Ltd. Co. sought relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. N.D. Ga. Case No. 24-59271) on September 3, 2024. In the petition signed by Julia Burton, as managing member, the Debtor reports estimated assets and liabilities between $1 million and $10 million each. The Debtor is represented by Theodore N. Stapleton, Esq. of THEODORE N. STAPLETON, PC. WARHORSE SH WEST: Case Summary & 16 Unsecured Creditors ------------------------------------------------------- Debtor: Warhorse SH West Retail, LLC 231 Public Square, Suite 300 Franklin, TN 37064 Business Description: Warhorse SH West is a Single Asset Real Estate debtor (as defined in 11 U.S.C. Section 101(51B)). Chapter 11 Petition Date: September 25, 2024 Court: United States Bankruptcy Court Middle District of Tennessee Case No.: 24-03688 Judge: Hon. Nancy B King Debtor's Counsel: Gray Waldron, Esq. DUNHAM HILDEBRAND PAYNE WALDRON, PLLC 9020 Overlook Blvd, Ste 316 Brentwood, TN 37027 Tel: 629-777-6519 Fax: 615-777-3765 Email: gray@dhnashville.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Wm. Eric Kaehr as president. A full-text copy of the petition containing, among other items, a list of the Debtor's 16 unsecured creditors is available for free at PacerMonitor.com at: https://www.pacermonitor.com/view/YHGFULI/Warhorse_SH_West_Retail_LLC__tnmbke-24-03688__0001.0.pdf?mcid=tGE4TAMA WISA TECHNOLOGIES: Gregory Castaldo Holds 8.6% Equity Stake ----------------------------------------------------------- Gregory Castaldo disclosed in a Schedule 13G Report filed with the U.S. Securities and Exchange Commission that as of September 10, 2024, he beneficially owned 640,046 shares of WiSA Technologies Inc.'s common stock, representing 8.6%, based on 7,412,943 shares of Common Stock of the Company outstanding after the closing of the Warrant Exchange and Inducement Agreement of shares of Common Stock of the Company, as verified with the Company on September 16, 2024. A full-text copy of Mr. Gregory Castaldo's SEC Report is available at: https://tinyurl.com/48kdmbwz About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024. The report cited recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about the Company's ability to continue as a going concern. WISA TECHNOLOGIES: Joseph Reda Holds 8.9% Equity Stake ------------------------------------------------------ Joseph Reda disclosed in a Schedule 13G/A Report filed with the U.S. Securities and Exchange Commission that as of September 20, 2024, he beneficially owned 665,276 shares of WiSA Technologies Inc.'s common stock, representing 8.9%, based on 7,412,943 shares of Common Stock of the Company outstanding after the closing of the Warrant Exchange and Inducement Agreement of shares of Common Stock of the Company, as verified with the Company on September 16, 2024. A full-text copy of Mr. Joseph Reda's SEC Report is available at: https://tinyurl.com/2sxkr8vu About WiSA Technologies WiSA Technologies Inc. -- www.wisatechnologies.com -- develops and markets spatial audio wireless technology for smart devices and home entertainment systems. The Company's WiSA Association collaborates with consumer electronics companies, technology providers, retailers, and industry partners to promote high-quality spatial audio experiences. WiSA E is the Company's proprietary technology for seamless integration across platforms and devices. As of June 30, 2024, WiSA Technologies had $10.6 million in total assets, $4.2 million in total liabilities, and $6.4 million in total stockholders' equity. San Jose, California-based BPM LLP, the Company's auditor since 2016, issued a "going concern" qualification in its report dated April 1, 2024. The report cited recurring losses from operations, a net capital deficiency, available cash, and cash used in operations as factors raising substantial doubt about the Company's ability to continue as a going concern. WORKSPORT LTD: Inks Securities Purchase Deal With Keyser Capital ---------------------------------------------------------------- Worksport Ltd. disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that it entered into a securities purchase agreement with Keyser Capital LLC, a Cooks Islands limited liability company. Pursuant to the Purchase Agreement, the Company has agreed to issue and sell, in a private placement (i) 950,000 shares of the Company's common stock, with a par value of $0.0001 per share, to the Purchaser at a $0.40 per share purchase price, and (ii) warrants to purchase up to 1,900,000 shares of common stock, at an exercise price of $0.40 per share. The warrants will be exercisable for a period of five year from the date of issuance. The Purchase Agreement contains customary representations, warranties and covenants of the parties, and the closing is subject to customary closing conditions. The Purchaser acknowledged and agreed that any resale of the Common Shares or Warrant Shares issued in connection with this Private Placement is subject to resale restrictions pursuant to the Securities Exchange Act of 1934 and none of the Common Shares or Warrant Shares purchased herein has been registered under the Securities Act of 1933, as amended. About Worksport Ltd. West Seneca, N.Y.-based Worksport Ltd., through its subsidiaries, designs, develops, manufactures, and owns intellectual property on a portfolio of tonneau cover, solar integration, portable power station, and NP (Non-Parasitic), Hydrogen-based green energy products and solutions for the automotive aftermarket accessories, power storage, residential heating, and electric vehicle-charging industries. Going Concern The Company cautioned in its Form 10-Q Report for the quarter ended March 31, 2024, that there is substantial doubt about its ability to continue as a going concern. As of March 31, 2024, the Company had $3,536,980 in cash and cash equivalents. The Company has generated only limited revenues and has relied primarily upon capital generated from public and private offerings of its securities. Since the Company's acquisition of Worksport in fiscal year 2014, it has never generated a profit. As of June 30, 2024, Worksport had $27,185,498 in total assets, $8,039,405 in total liabilities, and $19,146,093 in total stockholders' equity. WRENA LLC: Seeks Court OK of $650,000 Northstar DIP Loan -------------------------------------------------------- Wrena, LLC asked the U.S. Bankruptcy Court for the Eastern District of Michigan for authority to obtain financing from Northstar Bank and use the lender's cash collateral to get the company through bankruptcy. The company needs the financing to stave off an imminent liquidation and the loss of approximately 50 jobs if it ceases operations, according to Scott Wolfson, Esq., the company's attorney. The debtor-in-possession financing, if approved by the court, would allow Wrena to borrow up to $650,000, with a maximum term running until a projected sale closing by January 30, 2025. This financing would not involve cross-collateralization. Meanwhile, Wrena has prepared a 13-week cash forecast, which shows a need for approximately $447,000 of Northstar's cash collateral in the immediate future to cover operating expenses. Northstar is the only lender willing to provide financing under reasonable terms, according to Mr. Wolfson. In terms of protection for the lender, Wrena asked the court to recognize the lender's rights to credit bid in any asset sales by the company and grant the lender liens in all property to secure the company's obligations to the lender. As of the petition date, Wrena has an outstanding debt of approximately $4.56 million to Northstar. This debt is secured by a first-priority lien on the company's personal property. Northstar is represented by: Sandra S. Hamilton, Esq. Clark Hill PLC 200 Ottawa NW, Suite 500 Grand Rapids, MI 49503 Email: shamilton@clarkhill.com - and - Jennifer K. Green, Esq. Clark Hill PLC 220 Park Street, Suite 200 Birmingham, MI 48009 Email: jgreen@clarkhill.com About Wrena LLC Wrena, LLC is a Tier 1 and Tier 2 automotive supplier in Tipp City, Ohio. The Debtor sought protection under Chapter 11 of the U.S. Bankruptcy Code (Bankr. E.D. Mich. Case No. 24-49047) on September 23, 2024, with $1 million to $10 million in both assets and liabilities. Scott Eisenberg, chief restructuring officer, signed the petition. Judge Maria L. Oxholm oversees the case. Wolfson Bolton Kochis PLL, Cascade Partners LLC and DWH Corp. serve as the Debtor's legal counsel, investment banker and financial advisor, respectively. Scott Eisenberg of DWH is the chief restructuring officer. WYNN RESORTS: Units Issue $800 Million Senior Notes Due 2033 ------------------------------------------------------------ Wynn Resorts, Limited disclosed in a Form 8-K Report filed with the U.S. Securities and Exchange Commission that Wynn Resorts Finance, LLC and its subsidiary, Wynn Resorts Capital Corp., each an indirect wholly-owned subsidiary of the Company, issued $800 million aggregate principal amount of 6.250% Senior Notes due 2033. The Notes were issued pursuant to an indenture, dated as of September 20, 2024, among the Issuers, the guarantors party thereto and U.S. Bank Trust Company, National Association, as trustee . The Notes were offered and sold in reliance on exemptions from the registration requirements of the Securities Act of 1933, as amended. The Notes will mature on March 15, 2033. Interest is payable in cash semi-annually on March 15 and September 15 of each year, beginning on March 15, 2025. The net proceeds of this offering were used to redeem in full Wynn Las Vegas, LLC and Wynn Las Vegas Capital Corp.'s outstanding 5.500% Senior Notes due 2025, to pay fees and expenses related to the redemption and for general corporate purposes. The Notes are jointly and severally guaranteed by all of WRF's domestic subsidiaries that guarantee the Issuers' existing senior secured credit facilities, except Wynn Resorts Capital, which is the co-issuer of the Notes, the Issuers' 5.125% senior notes due 2029 and the Issuers' 7.125% senior notes due 2031. The Issuers may redeem the Notes, in whole or in part, at any time or from time to time prior to September 15, 2027 at a redemption price equal to 100% of the aggregate principal amount of the Notes to be redeemed, plus a "make-whole" amount set forth in the Indenture, plus accrued and unpaid interest, if any, to, but not including, the redemption date. On or after September 15, 2027, the Issuers may redeem the Notes, in whole or in part, at the redemption prices set forth in the Indenture plus accrued and unpaid interest. The Notes are subject to disposition and redemption requirements imposed by gaming laws and regulations of applicable gaming regulatory authorities. The Indenture contains covenants that limit the ability of the Issuers and the guarantors to, among other things, (1) enter into sale-leaseback transactions, (2) create or incur liens to secure debt, and (3) merge, consolidate or sell all or substantially all of the Issuers' assets. These covenants are subject to exceptions and qualifications set forth in the Indenture. In the event of a change of control triggering event, the Issuers must offer to repurchase the Notes at a repurchase price equal to 101% of the aggregate principal amount thereof plus any accrued and unpaid interest, to, but not including, the repurchase date. The Indenture also contains customary events of default, including (1) failure to make required payments, (2) failure to comply with certain covenants, (3) failure to pay certain other indebtedness, (4) certain events of bankruptcy and insolvency, and (5) failure to pay certain judgments. An event of default under the Indenture allows either the Trustee or the holders of at least 25% in aggregate principal amount of the Notes, as applicable, issued under such Indenture to accelerate the amounts due under the Notes, or in the case of a bankruptcy or insolvency, will automatically cause the acceleration of the amounts due under the Notes. About Wynn Resorts Ltd. Headquartered in Las Vegas, Nevada, Wynn Resorts, Limited owns and operates hotels and casino resorts. As of Dec. 31, 2023, Wynn Resorts had $14 billion in total assets, $15.1 billion in total liabilities, and $1.1 billion in total stockholders' deficit. * * * Egan-Jones Ratings Company, on January 31, 2024, maintained its 'CCC+' foreign currency and local currency senior unsecured ratings on debt issued by Wynn Resorts, Limited. [*] Charles Persons Joins Paul Hastings's Restructuring Practice ---------------------------------------------------------------- Further strengthening its market-leading financial restructuring practice and continuing its strategic expansion in Texas, Paul Hastings LLP has added restructuring lawyer Charles Persons as a partner in Dallas. The firm has more than tripled its Texas headcount in the last year and expects to have more than 100 lawyers in the Lone Star State by Q1 2025, up from 25. Persons represents debtors and creditors in complex domestic and cross-border matters ranging from Chapter 11 cases and out-of-court reorganizations and financings to distressed acquisitions and debtor-in-possession financings, as well as diverse bankruptcy litigation matters, including appellate litigation. His practice also includes significant private equity borrower and company-side work. He joins from Sidley Austin LLP. "Charles is a strong addition to our preeminent restructuring group, as we expand the practice and our broader platform in Texas," said firm Chair Frank Lopez. "His extensive restructuring experience, coupled with his private equity borrower and company-side work, will be valuable for existing and new clients across diverse industries as we continue to gain market share at the top of the market." Persons' numerous high-profile representations include New Residential Investment Corp., in its bid for the mortgage-related businesses of Ditech Holding, and multiple out-of-court distressed oil and gas acquisitions. His multinational restructuring experience spans sectors ranging from retail and aviation to automobile and manufacturing, with considerable experience in the oil and gas industry and clients including Ares Management, Huron Consulting Group, K2 HealthVentures, MHR Fund Management, Mockingbird Credit Partners, Morgan Stanley Energy Partners, and Presidio Petroleum. "I'm thrilled to join Paul Hastings and an exceptional team that has established itself as one of the world's strongest restructuring groups," said Persons. "I look forward to collaborating with the many talented lawyers across practices in Texas and beyond, and to helping the firm continue its growth trajectory while also introducing its leading global platform to my clients." Persons is the latest to join the powerhouse Paul Hastings financial restructuring platform, which has leaped to the top of the market by adding premier partners and teams, including: * an elite 43-lawyer group from Stroock led by practice co-chairs Kris Hansen and Jayme Goldstein; * a top-ranked 11-partner, 20-lawyer team of restructuring, private credit, and special situations lawyers from King & Spalding in New York, Chicago, and Houston; * restructuring and special situations partner David Hong from Kirkland & Ellis in New York; * London-based restructuring partners Will Needham and Helena Potts, who joined from KKR & Co., Inc. and the former Shearman & Sterling, respectively, as well as partners Jessica Ling and Tom McKay; and * Paris-based restructuring partner Caroline Texier. The firm's restructuring practice earned three "Deal of the Year" accolades at M&A Advisor's 2024 Turnaround Awards and advised on five matters recognized by Turnarounds & Workouts as "Successful Restructurings of 2023." Lawyers in the practice advise on many of the world's most complex high-profile matters, including representing the Official Committee of Unsecured Creditors in the Chapter 11 proceedings for FTX and WeWork, advising lenders in the $1.2 billion in-court restructuring of Pennsylvania Real Estate Investment Trust (PREIT), advising an ad hoc group of crossover lenders on the $8.8 billion in-court restructuring of Diamond Sports, and advising term lenders on the $4.3 billion out-of-court restructuring of Travelport. In rapidly building a formidable Texas presence, Paul Hastings has attracted top-tier talent, including: * an elite eight-partner, 25-lawyer finance team from Vinson & Elkins LLP in Dallas and Houston; * the three-partner, seven-lawyer Chambers-ranked corporate team of David Elder, Chris Centrich, and Patrick Hurley from Akin Gump Strauss Hauer & Feld LLP in Houston; * Chambers-ranked cybersecurity and litigation partner Michelle Reed, also from Akin, in Dallas; * trial and regulatory enforcement partner Manuel Berrelez from Vinson & Elkins and tax partner Alex Farr from McDermott Will & Emery, both in Dallas; complex commercial litigator Paul Genender, chair of the firm's Texas litigation practice and co-chair of the Dallas and Houston offices, from Weil, Gotshal & Manges LLP. About Paul Hastings With widely recognized elite teams in finance, mergers & acquisitions, private equity, restructuring and special situations, litigation, employment, and real estate, Paul Hastings is a premier law firm providing intellectual capital and superior execution globally to the world's leading investment banks, asset managers, and corporations. [] BOOK REVIEW: Dynamics of Institutional Change ------------------------------------------------ Dynamics of Institutional Change: The Hospital in Transition Authors: Milton Greenblatt, Myron Sharaf, and Evelyn M. Stone Publisher: Beard Books Softcover: 288 pages List Price: $34.95 Review by Henry Berry Order your personal copy today at http://beardbooks.com/beardbooks/dynamics_of_institutional_change.html Like many other private-sector and public institutions in modern society, hospitals are regularly undergoing change. The three authors of this volume have been leaders in change at Boston State Hospital, a large public mental hospital, that serves as the test case for the experienced advice and hard-earned lessons found in this work. With their academic and professional backgrounds, the three authors combined offer an incomparable fund of knowledge and experience for the reader. In keeping with their positions, they focus on the position and the role of the leaders of institutional change. They do not recommend any particular choices, direction, or outcome. They do not presume to know what is the best for all institutions, or to understand the culture, realities, goals, or values of all institutions. They do not even presume to know what is best or desirable for hospitals, the institution with which they are most familiar. Instead, the authors direct their attention to "the problems hampering change and the gains and losses of one or another strategy of change." In relation to this, they are "more concerned with the study of process than with outcome." By not recommending specific policies or arguing for specific values or goals, the authors make their book relevant to all institutions involved in change, but particularly public-health institutions. All of the subjects are dealt with from the perspective of top executives and administrators. Among the subjects taken up are not only the staff and structure of the institution, specifically the medical institution, but also consultants, volunteers, local communities, and state and federal government agencies. The detail given to each subject goes beyond the administrator's relationship to it to discussion concerning the relationship of lower-level employees with the subject. This relationship of lower-level employees has everything to do with how change occurs within the institution, and often whether it occurs. The authors go into such detail because they understand that the performance and goals of top administrators are affected by everything that goes on within heir institution, and often by much that goes on outside of it. For example, the authors begin the subject of volunteers by defining three types of volunteers: volunteers from organizations, student or independent volunteers, and government-appointed or statutory volunteers. Volunteers of whatever type can cause anxiety, resistance, and even resentment among regular staff of an institution. Volunteers are not simply "free help," but require administration, training, and oversight -- which can distract regular employees from work they consider more important and interesting, and use up departments' resources. The transitional nature of volunteers, their ignorance of institutional and occupational concerns of the regular staff, and their lack of professionalism can cause disruptions and personnel problems in parts of an institution. The authors advise the top administrators, "The intrusive evangelism of student volunteers can be threatening not only to professional supervisors, but to the entire hospital staff as well, from the attendant to the top administrator." While recognizing the problems which may be caused by volunteers, especially younger ones, the authors point out the worth of volunteers to the hospital despite the potential problems they bring. Overall, the different types of volunteers "improve the physical and social environment" of the workplace, "make direct and beneficial contacts with chronic patients," and often "establish true innovations." After discussing the pros and cons of volunteers and providing detailed guidance on how to manage volunteers so as to minimize potential problems, the authors advise the administrator and his or her staff how to regard volunteers. "Both staff and administrator must constantly keep in mind that volunteers are not personally helping them [word in italics in original], but are helping the patients or the community." Along with the technical management and administrative guidance, such counsel is clearly relevant and important in keeping perspective on the matter of volunteers. The treatment of volunteers in a medical institution exemplifies the comprehensive, empathetic, and experienced treatment of all the subjects. Personnel -- whether professional, clerical, service, or volunteer -- is obviously a major concern of any institution and change in it. The structure of an institution is another crucial concern. This is addressed under the heading "decentralization through unitization." In the context of a large public medical facility, decentralization "involves breaking up the institution into semiautonomous units . . . ; each of which is like a small community health center in that it is responsible for serving a specific part of the community." As with the subject of volunteers, the authors treat this subject of the structure of the institution by examining its various sides, discussing related personnel and administrative matters, relating instructive anecdotes from their own experience, and in the end, offering relevant and practical advice and actions whose sense is apparent to the reader by this point. Recognizing that the authors have faced many of the same situations, decisions, pressures, challenges, and aims as they have, top hospital and public-health administrators will no doubt adopt many of the authors' recommendations for managing the process of change. The content of the book as well as its style (which is obviously meant to be helpful, sympathetic, and realistic) offers the reader not only resolutions, but also encouragement. The top hospital administrators and their staff, who are the main audience for "Dynamics of Institutional Change," will not find a better study and handbook to help them through the changes their institutions are being called upon to undergo to deal with the health concerns and problems of today's society. Milton Greenblatt, M.D. was Commissioner of the Massachusetts Department of Mental Health, Professor of Psychiatry at Tufts University School of Medicine, and Lecturer in Psychiatry at Harvard Medical School and Boston University School of Medicine. Myron R. Sharaf, Ph. D. was Associate Area Director of Boston State Hospital and Assistant Professor of Psychology at Tufts University School of Medicine. Evelyn M. Stone served as Executive Editor for the Massachusetts Department of Mental Health. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. TCR subscribers have free access to our on-line news archive. Point your Web browser to http://TCRresources.bankrupt.com/and use the e-mail address to which your TCR is delivered to login. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Philadelphia, Pa., USA. Randy Antoni, Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Joel Anthony G. Lopez, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2024. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000. *** End of Transmission ***